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Share Subscription Agreement
"I need a Share Subscription Agreement under Indonesian law for a foreign technology company investing USD 5 million for a 25% stake in our Jakarta-based startup, with completion scheduled for March 2025 and including tag-along rights for minority shareholders."
1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Context of the transaction, including company's current share capital structure and reason for share issuance
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription of Shares: Details of shares being subscribed, including number, class, and nominal value
5. Subscription Price: Total consideration payable and price per share
6. Completion: Timing and mechanics of the subscription completion, including conditions precedent
7. Payment Terms: Method, timing, and currency of payment for the subscribed shares
8. Company's Representations and Warranties: Company's statements regarding its status, authority, and share capital
9. Subscriber's Representations and Warranties: Subscriber's statements regarding capacity, authority, and funding source
10. Covenants: Ongoing obligations of both parties before and after completion
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process and details for formal communications between parties
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanism
14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
15. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when minority shareholders 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 preferred shares or when investors require protection against future down-rounds
4. Board Appointment Rights: Include when subscriber is to receive board representation rights
5. Dividend Rights: Include when specific dividend rights are attached to the subscribed shares
6. Foreign Investment Provisions: Include when subscriber is a foreign investor, addressing BKPM requirements
7. Share Transfer Restrictions: Include when parties agree to specific restrictions on future share transfers
8. Right of First Refusal: Include when existing shareholders should have priority rights to purchase shares
9. Management Rights: Include when subscriber is to receive specific management or veto rights
1. Share Capital Structure: Details of pre- and post-subscription share capital structure
2. Conditions Precedent: List of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Company Disclosure Schedule: Exceptions and disclosures to company warranties
5. Form of Shareholders' Resolution: Draft resolution approving the share issuance
6. Form of Board Resolution: Draft resolution approving the share issuance
7. Form of Share Certificate: Template of share certificate to be issued
8. Corporate Documents: Copies of key corporate documents including articles of association
9. Payment Instructions: Bank account and payment details for subscription amount
Authors
Articles of Association
BKPM
Board
Board of Commissioners
Board of Directors
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Deed of Subscription
Disclosure Letter
Encumbrance
Existing Shareholders
General Meeting of Shareholders
Governmental Authority
IDR
Indonesian GAAP
Law
Licensed Bank
Long Stop Date
Material Adverse Change
MOLHR
New Shares
Notary
OJK
Parties
Payment Date
Permits
Related Party
Relevant Authority
Representatives
Rupiah
Securities
Share Capital
Share Certificate
Shareholders
Shareholders Agreement
Shares
Subscriber
Subscription Price
Subscription Shares
Subsidiary
Tax
Transaction Documents
USD
Warranties
Subscription of Shares
Subscription Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Company Warranties
Subscriber Warranties
Company Undertakings
Subscriber Undertakings
Board Appointment Rights
Shareholder Rights
Anti-Dilution Protection
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Right of First Refusal
Preemptive Rights
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Force Majeure
Termination
Default
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Costs
Counterparts
Technology
Manufacturing
Financial Services
Real Estate
Infrastructure
Energy
Healthcare
Consumer Goods
Agriculture
Mining
E-commerce
Telecommunications
Transportation
Education
Retail
Legal
Finance
Corporate Secretarial
Compliance
Investment
Corporate Development
Risk Management
Treasury
Corporate Finance
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Director
Legal Counsel
Finance Director
Investment Manager
Compliance Officer
Board Director
Managing Director
Corporate Finance Manager
Business Development Director
Company Secretary
General Counsel
Investment Analyst
Risk Manager
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