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Share Allocation Agreement
"I need a Share Allocation Agreement for my Indonesian technology startup to allocate 15% of company shares to a foreign venture capital investor, with standard drag-along rights and a 24-month lock-up period starting March 2025."
1. Parties: Identification of all parties to the agreement, including the company issuing shares and the recipient(s)
2. Background: Context of the share allocation, including company details, basis for the allocation, and any relevant corporate approvals
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Allocation Details: Specific details of shares being allocated, including number, class, and nominal value
5. Consideration: Details of any payment or consideration for the shares
6. Conditions Precedent: Any conditions that must be met before the share allocation becomes effective
7. Implementation: Process and timeline for implementing the share allocation
8. Representations and Warranties: Standard representations and warranties from both parties
9. Covenants: Ongoing obligations of the parties
10. Completion: Actions to be taken at completion of the share allocation
11. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction details
12. Notices: Process for giving notices under the agreement
13. General Provisions: Standard boilerplate provisions
14. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Optional section for minority shareholder protection, relevant when there are multiple shareholders
2. Drag-Along Rights: Optional section for majority shareholder rights, relevant when there are multiple shareholders
3. Pre-emptive Rights: Optional section detailing rights of existing shareholders to maintain their percentage ownership
4. Lock-up Period: Optional section restricting transfer of allocated shares for a specific period
5. Foreign Investment Provisions: Required only if the share recipient is a foreign investor
6. Tax Provisions: Detailed tax arrangements, required if specific tax treatment is agreed
7. Shareholder Approval: Required only if shareholder approval is needed under the company's articles
8. Anti-dilution Protection: Optional protection against future share issuances, relevant for strategic investors
1. Share Details Schedule: Detailed description of shares being allocated, including class rights and restrictions
2. Corporate Authorizations: Copies of relevant board and shareholder resolutions
3. Conditions Precedent Checklist: List of all conditions to be satisfied before completion
4. Completion Checklist: List of all documents to be delivered and actions to be taken at completion
5. Form of Share Certificate: Template of the share certificate to be issued
6. Deed of Adherence: If required, form of deed binding the recipient to existing shareholder agreements
7. Company Constitutional Documents: Copies of articles of association and other relevant constitutional documents
8. Disclosure Letter: Disclosures against the warranties given in the agreement
Authors
Allocated Shares
Articles of Association
Board
Board Resolution
Business Day
Company
Completion
Completion Date
Conditions Precedent
Consideration
Constitutional Documents
Deed of Adherence
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Existing Shareholders
General Meeting of Shareholders
Governing Law
Indonesian Law
Issue Price
Long Stop Date
Material Adverse Change
MOLHR
Nominal Value
Notarial Deed
Notary
OJK
Parties
Recipient
Related Party
Relevant Authority
Share Certificate
Share Register
Shareholder Approval
Shareholders Agreement
Shares
Subscription Amount
Transaction Documents
Transfer
Warranties
Share Allocation
Consideration
Conditions Precedent
Completion
Representations and Warranties
Covenants
Foreign Investment Requirements
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Anti-dilution Protection
Confidentiality
Notices
Assignment
Amendment
Waiver
Severability
Force Majeure
Entire Agreement
Further Assurance
Costs and Expenses
Governing Law
Dispute Resolution
Counterparts
Term and Termination
Indemnification
Regulatory Compliance
Shareholder Approval
Board Approval
Share Certificate Issuance
Registration Requirements
Tax Matters
Banking & Financial Services
Technology
Manufacturing
Real Estate
Mining & Resources
Retail & Consumer
Healthcare
Infrastructure
Agriculture
Education
Transportation & Logistics
Energy
Telecommunications
Professional Services
Media & Entertainment
Legal
Finance
Corporate Secretarial
Compliance
Corporate Governance
Investment
Board of Directors
Corporate Finance
Shareholder Relations
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Company Director
Investment Manager
Compliance Officer
Finance Director
Corporate Governance Officer
Board Member
General Counsel
Financial Controller
Investment Director
Managing Director
Head of Legal
Head of Corporate Finance
Company Secretary
Shareholder Relations Manager
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