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Share Buyback Agreement
"I need a Share Buyback Agreement under Indonesian law for my private manufacturing company to repurchase 15% of its issued shares from a minority shareholder, with completion planned for March 2025 and payment in three installments."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate approvals obtained and compliance with Indonesian Company Law requirements
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and payment mechanics
5. Conditions Precedent: Prerequisites for completion including regulatory approvals and corporate authorizations
6. Completion: Mechanics and timing of the transfer, including delivery of share certificates and payment procedures
7. Representations and Warranties: Standard warranties from both parties regarding capacity, authority, and share ownership
8. Covenants: Pre-completion and post-completion obligations of the parties
9. Termination: Circumstances under which the agreement can be terminated and consequences
10. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanism
1. Tax Provisions: Detailed tax arrangements and responsibilities, particularly relevant when complex tax implications exist
2. Regulatory Compliance: Additional section for listed companies needing to comply with OJK regulations and disclosure requirements
3. Surviving Shareholders' Rights: Required when there are multiple shareholders and their rights need to be protected post-buyback
4. Share Retention: Provisions regarding how long the company must hold the shares before cancellation or resale
5. Confidentiality: Detailed confidentiality provisions, particularly important for private companies or sensitive transactions
6. Break Fee: Compensation payable if either party fails to complete the transaction, useful for high-value transactions
1. Details of the Shares: Comprehensive information about the shares being purchased including share certificates numbers and share history
2. Completion Requirements: Detailed checklist of all documents and actions required for completion
3. Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations
4. Calculation of Purchase Price: Detailed methodology for calculating the purchase price, including any adjustments
5. Form of Transfer Instruments: Template documents for executing the share transfer
6. Regulatory Approvals: List and copies of all required regulatory approvals and filings
Authors
Articles of Association
Board of Directors
Board of Commissioners
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Encumbrance
Financial Year
General Meeting of Shareholders
Governmental Authority
IDX
Indonesian Law
Long Stop Date
Material Adverse Change
Net Profits
OJK
Purchase Price
Purchase Shares
Regulatory Approvals
Related Party
Remaining Shares
Selling Shareholder
Share Certificates
Share Transfer Form
Shareholders' Resolution
Signing Date
Tax
Transaction Documents
Transfer
Valuation Report
Working Hours
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Representations and Warranties
Company Warranties
Shareholder Warranties
Regulatory Compliance
Corporate Approvals
Share Transfer
Confidentiality
Tax Matters
Costs and Expenses
Notices
Assignment
Amendment
Severability
Force Majeure
Entire Agreement
Further Assurance
Governing Law
Dispute Resolution
Break Fee
Termination
Survival
Share Retention
Non-Competition
Indemnification
Financial Services
Manufacturing
Technology
Real Estate
Consumer Goods
Energy
Healthcare
Telecommunications
Mining
Retail
Infrastructure
Agriculture
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Risk Management
Corporate Communications
Investment Relations
Board Administration
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Finance Director
Compliance Officer
Treasury Manager
Corporate Finance Manager
Legal Counsel
Company Director
Share Registrar
Investment Relations Manager
Risk Manager
Board Secretary
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