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Share Sell Agreement
"I need a Share Sale Agreement for the sale of 75% shareholding in a private Indonesian technology company to a Singapore-based corporate buyer, with completion scheduled for March 2025 and including escrow arrangements for 20% of the purchase price."
1. Parties: Identification of the Seller(s) and Purchaser(s) with complete legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
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
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity
9. Purchaser's Warranties: Warranties regarding the purchaser's capacity and ability to complete
10. Tax Matters: Tax-related provisions, including responsibility for capital gains tax
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Notices: Process for giving formal notices under the agreement
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including severability, costs, and amendments
1. Tag-Along Rights: Used when only part of the shareholding is being sold and remaining shareholders need protection
2. Drag-Along Rights: Used when majority shareholders want the right to force minorities to join the sale
3. Escrow Arrangements: Include when part of the purchase price is held in escrow
4. Regulatory Compliance: Required for regulated industries or when specific permits are needed
5. Non-Competition: Include when seller needs to be restricted from competing post-sale
6. Transitional Services: Used when seller needs to provide ongoing services post-completion
7. Break Fee: Include when there's a need for compensation if either party withdraws
8. Foreign Investment Provisions: Required when the purchaser is a foreign investor
9. Management Provisions: Include when there are specific arrangements regarding ongoing management
1. Share Details: Details of the shares being sold including share certificates numbers
2. Company Information: Detailed information about the company including corporate documents
3. Warranties: Detailed warranties about the company and its business
4. Properties: List and details of company properties if material to the transaction
5. Material Contracts: List and summary of important company contracts
6. Intellectual Property: Details of company IP rights and registrations
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Regulatory Approvals: List of required governmental or regulatory approvals
9. Encumbrances: Details of any existing encumbrances on the shares or company assets
10. Data Room Index: Index of documents disclosed during due diligence
Authors
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Governmental Authority
IDR
Indonesian Law
Longstop Date
Material Adverse Change
Material Contract
OJK
Parties
Purchase Price
Purchaser
Related Party
Relevant Authority
Sale Shares
Seller
Seller's Warranties
Shareholders Agreement
Signing Date
Subsidiaries
Tax
Transaction Documents
Transfer Documents
Warranties
Working Hours
MOLHR
Articles of Association
Deed of Transfer
Business License
Company Law
Data Room
Due Diligence
Escrow Account
Escrow Agent
Investment Law
Losses
Negative Investment List
Notarial Deed
BKPM
Share Certificates
Shareholder Register
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Purchaser's Warranties
Indemnification
Tax Matters
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Force Majeure
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Further Assurance
Waiver
Governing Law
Dispute Resolution
Language
Counterparts
Share Transfer Mechanics
Escrow Arrangements
Due Diligence
Disclosure
Break Fee
Change of Control
Board Composition
Shareholder Approval
Foreign Investment Compliance
Anti-Money Laundering
Data Protection
Authority and Capacity
Third Party Rights
Manufacturing
Technology
Financial Services
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Construction
Transportation
Energy
Telecommunications
Professional Services
Hospitality
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretariat
Treasury
Business Development
Risk Management
Executive Leadership
Investment
Chief Executive Officer
Chief Financial Officer
Legal Director
Corporate Secretary
Investment Manager
Mergers & Acquisitions Director
Business Development Manager
Corporate Lawyer
Finance Manager
Tax Manager
Compliance Officer
Board Director
Managing Director
Company Secretary
Investment Banker
Private Equity Manager
General Counsel
Transaction Advisory Manager
Find the exact document you need
Share Sell Agreement
An Indonesian law-governed agreement for the sale and purchase of shares, detailing transaction terms and regulatory compliance requirements.
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