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Share Investment Agreement
"I need a Share Investment Agreement for a foreign technology company investing 500,000 USD in my Indonesian e-commerce startup, with completion planned for March 2025, including strong minority protection rights and anti-dilution provisions."
1. Parties: Identification of the investor(s), the company, and existing shareholders (if relevant)
2. Background: Context of the investment, company's business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment amount, share price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the investment
6. Completion: Process and requirements for completing the investment transaction
7. Warranties and Representations: Statements of fact and assurances from the company and existing shareholders
8. Investor Rights and Protections: Special rights granted to the investor including board representation, veto rights, and information rights
9. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
10. Reserved Matters: Decisions requiring investor approval
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard clauses including notices, amendments, and severability
14. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when minority investors need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for investors requiring protection against future down-rounds
4. Put Option: Include when investors require exit rights through share sale back to company/shareholders
5. Call Option: Include when company/existing shareholders want rights to buy out investor
6. Management Provisions: Include when investment includes specific management rights or obligations
7. Non-Competition and Non-Solicitation: Include when restrictions on competitive activities are required
8. Future Funding Rounds: Include when addressing pre-emptive rights for future capital raises
9. Deadlock Resolution: Include for joint ventures or when equal shareholding structures are involved
10. ESG Compliance: Include when environmental, social and governance requirements are important to investors
1. Share Capital Structure: Details of pre and post-investment shareholding structure
2. Warranties: Detailed list of company and shareholder warranties
3. Reserved Matters List: Comprehensive list of matters requiring investor approval
4. Company Information: Key company details including registration, licenses, and material contracts
5. Completion Checklist: List of documents and actions required for completion
6. Form of Board Resolution: Template for required corporate approvals
7. Form of Shareholders Resolution: Template for shareholder approvals
8. Disclosure Letter: Exceptions and qualifications to warranties
9. Business Plan: Company's business plan and financial projections
10. Key Performance Indicators: Metrics for monitoring company performance
Authors
Affiliate
Anti-Dilution Rights
Applicable Law
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Call Option
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Deed of Transfer
Disclosed Information
Disclosure Letter
Dispute
Drag-Along Rights
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Financial Year
Foreign Investment
General Meeting of Shareholders
Governmental Authority
Group
Indonesian GAAP
Investment Amount
Investor
Key Performance Indicators
Material Adverse Change
Material Contract
New Shares
Notarial Deed
OJK
Ordinary Shares
Parties
Permitted Transferee
Put Option
Related Party
Reserved Matters
RUPS
Sale Shares
Share Capital
Shareholder Approval
Shareholders Agreement
Subscription Shares
Tag-Along Rights
Target Company
Transaction Documents
Transfer
Warranties
Working Day
Definitions and Interpretation
Investment Terms
Share Subscription
Payment Terms
Conditions Precedent
Completion Obligations
Representations and Warranties
Pre-Completion Covenants
Post-Completion Covenants
Board Representation
Reserved Matters
Information Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Share Transfer Restrictions
Pre-emptive Rights
Put Option
Call Option
Exit Rights
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Corporate Governance
Dividend Policy
Future Funding
Events of Default
Termination
Indemnification
Force Majeure
Assignment
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Language
Counterparts
Technology
Manufacturing
Financial Services
E-commerce
Real Estate
Healthcare
Education
Agriculture
Mining
Renewable Energy
Retail
Transportation
Infrastructure
Tourism
Food and Beverage
Digital Services
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Corporate Secretariat
Board of Directors
Executive Management
Mergers and Acquisitions
Corporate Strategy
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Secretary
Legal Counsel
Investment Manager
Corporate Finance Manager
Compliance Officer
Board Director
Managing Director
Finance Director
Business Development Director
Risk Manager
Company Secretary
Investment Analyst
Corporate Development Manager
Shareholder Relations Manager
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