The Share Acquisition Agreement is a crucial document used in Indonesian corporate transactions for the transfer of ownership in companies. It is particularly important given Indonesia's complex regulatory environment, which includes specific requirements for both domestic and foreign investments. This document is essential when acquiring shares in Indonesian companies, whether wholly or partially, and must comply with various regulations including Law No. 40 of 2007 on Limited Liability Companies, Investment Law, and where applicable, Capital Market Law. The agreement needs to address specific Indonesian requirements such as language requirements, mandatory governing law provisions, and regulatory approvals from bodies such as BKPM for foreign investment. It typically includes detailed provisions on purchase price, payment mechanisms, conditions precedent, warranties, and both pre and post-completion obligations, all structured to ensure enforceability under Indonesian law.
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1. Parties: Identification of the Seller(s), Purchaser(s) and the Target Company
2. Background: Context of the transaction, including brief description of the Target Company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Prerequisites that must be satisfied before completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required at completion
8. Warranties and Representations: Seller's and Purchaser's warranties regarding their capacity and the shares/target company
9. Limitations on Liability: Limitations on warranty claims, caps, thresholds, and time limits for claims
10. Tax Covenants: Allocation of tax liabilities and obligations regarding tax matters
11. Confidentiality: Obligations regarding transaction confidentiality and public announcements
12. Further Assurance: Obligations to take additional actions necessary to give effect to the agreement
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Seller Financing: Include when part of the purchase price is being paid through installments or vendor financing
2. Earn-out Provisions: Include when the deal includes performance-based additional payments
3. Non-Competition and Non-Solicitation: Include when restricting seller's future competitive activities
4. Transitional Services: Include when seller will provide post-completion services to the target company
5. Employee Matters: Include when specific arrangements are needed for key employees or general workforce
6. Intellectual Property Rights: Include when IP transfer or licensing is a significant aspect of the transaction
7. Real Estate Matters: Include when target company has significant real estate assets requiring special provisions
8. Environmental Matters: Include for industries with significant environmental compliance requirements
1. Details of the Target Company: Corporate information, shareholding structure, and material contracts
2. Shares Information: Details of the shares being transferred including share certificates
3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
4. Warranties: Detailed seller's warranties about the business and target company
5. Disclosure Letter: Seller's disclosures against the warranties
6. Properties: List of real estate owned or leased by the target company
7. Intellectual Property: Schedule of IP rights owned or licensed by the target company
8. Material Contracts: List and copies of key contracts of the target company
9. Employee Information: Details of employees, benefits, and employment agreements
10. Completion Documents: List of documents to be delivered at completion
11. Form of Resignation Letters: Template resignation letters for retiring directors/commissioners
12. Corporate Approvals: Required shareholder and board resolutions
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