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Sales Of Shares Agreement
"I need a Sales of Shares Agreement for the purchase of 60% shareholding in an Indonesian manufacturing company, with completion scheduled for March 2025 and standard warranties and indemnities."
1. Parties: Identification of the Seller(s) and Buyer(s) with complete legal names and addresses
2. Background: Context of the transaction, description of the Company, and current shareholding structure
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, company, and business
9. Tax Matters: Tax-related provisions, including responsibility for past tax liabilities
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales
2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in future sales
3. Non-Competition: Include when the seller needs to be restricted from competing post-sale
4. Employee Matters: Include when there are specific arrangements regarding key employees
5. Intellectual Property: Include when IP is a significant component of company value
6. Bank Financing: Include when purchase is partially financed through bank loans
7. Foreign Investment Provisions: Include when buyer is a foreign entity requiring compliance with Indonesian foreign investment laws
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Details of the Company: Complete corporate information including registration number, directors, share capital
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Warranties: Comprehensive list of seller's warranties
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Disclosed Matters: List of matters disclosed against the warranties
6. Properties: Details of company's real estate assets
7. Material Contracts: List and details of company's material contracts
8. Intellectual Property: Schedule of company's IP rights
9. Employee Information: Details of key employees and their terms of employment
Authors
Articles of Association
BKPM
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosed Documents
Disclosed Matters
Disclosure Letter
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
IDR
Indonesian GAAP
Intellectual Property Rights
Law
Losses
Material Adverse Change
Material Contracts
OJK
Parties
Permits
Purchase Price
Purchaser
Related Party
Relevant Authority
Sale Shares
Seller
Shareholders
Signing Date
Subsidiary
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Mechanics
Regulatory Compliance
Foreign Investment Requirements
Corporate Authority
Board Approval
Shareholder Approval
Due Diligence
Information Rights
Employee Matters
Intellectual Property
Material Contracts
Business Conduct
Force Majeure
Termination
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Counterparts
Manufacturing
Technology
Real Estate
Financial Services
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Construction
Professional Services
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretariat
Treasury
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Finance Director
Investment Manager
Compliance Officer
M&A Director
Business Development Manager
Tax Manager
Corporate Development Director
Board Member
Managing Director
Investment Banker
Private Equity Manager
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