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Shareholder Redemption Agreement
"I need a Shareholder Redemption Agreement for my Indonesian technology company (PT Tech Solutions) to buy back 25% of shares from our retiring founder by March 2025, with a single lump-sum payment and standard representations and warranties."
1. Parties: Identification of the company and the shareholder(s) whose shares are being redeemed
2. Background: Context of the redemption, including company details and reason for redemption
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Agreement to Redeem: Core agreement on the redemption of shares, including number and class of shares
5. Redemption Price: Specification of the price per share and total redemption amount
6. Payment Terms: Terms and method of payment, including any installment arrangements
7. Conditions Precedent: Conditions that must be satisfied before the redemption can proceed
8. Completion: Process and requirements for completing the redemption transaction
9. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and share ownership
10. Tax Matters: Allocation of responsibility for taxes arising from the redemption
11. Confidentiality: Obligations to keep the transaction and related information confidential
12. Notices: Process and requirements for giving notices under the agreement
13. General Provisions: Standard boilerplate provisions including governing law, dispute resolution, and amendments
1. Foreign Investment Compliance: Required when the redemption involves foreign shareholders and must comply with Indonesian foreign investment laws
2. Stock Exchange Requirements: Required for listed companies to ensure compliance with IDX and OJK regulations
3. Minority Shareholder Protection: Required when the redemption might affect minority shareholder rights
4. Installment Payment Security: Required when the redemption price is to be paid in installments, including security arrangements
5. Tag-Along Rights: Required when other shareholders have pre-existing tag-along rights that might be triggered
6. Corporate Governance Changes: Required when the redemption will result in significant changes to board composition or voting rights
7. Competition Law Compliance: Required when the redemption might trigger competition law thresholds or requirements
1. Share Details: Details of the shares being redeemed, including share certificates numbers and share history
2. Calculation of Redemption Price: Detailed methodology and calculations used to determine the redemption price
3. Required Corporate Approvals: Copies or details of board and shareholder resolutions approving the redemption
4. Payment Schedule: If applicable, detailed schedule of installment payments and payment mechanics
5. Form of Transfer Documents: Pro forma share transfer forms and other documents required to effect the transfer
6. Company Constitutional Documents: Relevant excerpts from articles of association relating to share redemptions
7. Regulatory Approvals: List and copies of required regulatory approvals or notifications
Authors
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Deed of Transfer
Encumbrance
General Meeting of Shareholders
Governmental Authority
IDR
Indonesian GAAP
Law
Material Adverse Change
OJK
Parties
Payment Date
Redemption
Redemption Notice
Redemption Price
Redemption Shares
Regulatory Approvals
Selling Shareholder
Share Certificates
Shareholders Register
Shares
Special Reserve Account
Tax
Transaction Documents
Transfer
Valuation Report
MOLHR
IDX
Working Capital
Constitutional Documents
Effective Date
Recitals
Definitions
Share Redemption
Redemption Price
Payment Terms
Conditions Precedent
Completion Mechanics
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Tax Matters
Regulatory Compliance
Corporate Approvals
Share Transfer Mechanics
Confidentiality
Announcements
Non-Competition
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Amendment
Costs and Expenses
Counterparts
Further Assurance
Indemnification
Waiver
Time of Essence
Authority
Share Certificates
Company Records
Financial Services
Manufacturing
Technology
Real Estate
Consumer Goods
Mining
Agriculture
Healthcare
Retail
Transportation
Energy
Telecommunications
Professional Services
Construction
Education
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Risk Management
Corporate Development
Investment Relations
Board of Directors
Board of Commissioners
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Finance Director
Treasury Manager
Corporate Counsel
Compliance Officer
Board Director
Commissioner
Financial Controller
Company Secretary
Investment Relations Manager
Risk Manager
Tax Manager
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