Share Subscription And Shareholders Agreement Template for Indonesia

1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside 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 venture capital or sophisticated investors requiring protection against future down rounds

4. Foreign Investment Provisions: Include when foreign investors are involved, addressing Indonesian foreign investment restrictions

5. Deadlock Resolution: Include when there are equal shareholdings or voting rights

6. Non-Compete and Non-Solicitation: Include when shareholders are involved in similar businesses or management

7. Intellectual Property Rights: Include when the company has significant IP assets

8. Management Provisions: Include detailed management structure when investors require specific management rights

1. Schedule 1: Company Information: Details of company registration, licenses, and corporate structure

2. Schedule 2: Capitalization Table: Pre and post-subscription shareholding structure

3. Schedule 3: Subscription Details: Detailed breakdown of share subscription terms, pricing, and payment schedule

4. Schedule 4: Warranties: Comprehensive list of warranties given by the company and existing shareholders

5. Schedule 5: Reserved Matters: List of decisions requiring special approval from shareholders or board

6. Schedule 6: Completion Deliverables: Documents and actions required for completion of the subscription

7. Schedule 7: Key Management: Details of key management positions and initial appointees

8. Schedule 8: Business Plan: Company's business plan and financial projections

9. Appendix A: Board Regulations: Detailed procedures for board meetings and decision-making

10. Appendix B: Share Certificate Form: Template for share certificates complying with Indonesian requirements