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Shareholder Sale Agreement
"I need a Shareholder Sale Agreement under Indonesian law for the sale of 60% shareholding in a technology startup to a foreign investor, with specific provisions for staged payments and technology transfer restrictions."
1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for the transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion of the transfer
6. Completion: Details of the completion process, timing, and requirements
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity
9. Company Warranties: Warranties about the company's business, assets, and liabilities
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Regulatory Compliance: Compliance with Indonesian company law and investment regulations
12. Confidentiality: Obligations regarding confidential information
13. Tax Matters: Allocation of tax liabilities and obligations
14. Notices: Process for formal communications between parties
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in sale
3. Non-Competition: Include when seller should be restricted from competing post-sale
4. Employee Matters: Include when sale affects key employee arrangements or requirements
5. Intellectual Property Rights: Include when company has significant IP assets requiring special attention
6. Foreign Investment Provisions: Include when transaction involves foreign investors
7. Break Fee: Include when parties want to specify compensation for transaction failure
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Share Details: Details of shares being transferred including share certificates
2. Purchase Price Calculation: Detailed breakdown of purchase price calculation
3. Completion Requirements: Checklist of documents and actions required for completion
4. Warranties: Detailed warranties about the company and its business
5. Company Information: Key company details including assets, contracts, and employees
6. Encumbrances: List of any existing encumbrances on the shares
7. Required Consents: List of third-party and regulatory consents required
8. Disclosed Matters: Disclosure schedule against warranties
9. Form of Transfer Instruments: Templates for share transfer forms and related documents
10. Corporate Approvals: Required board and shareholder resolutions
Authors
Articles of Association
Board
Board of Directors
Board of Commissioners
Business Day
Company
Completion
Completion Date
Conditions Precedent
Consideration
Deed of Transfer
Disclosed Information
Disclosed Matters
Effective Date
Encumbrance
Existing Shareholders
MOLHR
IDR
Indemnified Parties
Indonesian GAAP
Investment Coordinating Board
Laws
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Adverse Effect
Material Contracts
Notarial Deed
Notary
Ordinary Course of Business
Parties
Permits
Purchase Price
Purchaser
Related Party
Sale Shares
Seller
Share Certificates
Shareholders
Signing Date
Subsidiary
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Indemnification
Tax Covenants
Regulatory Compliance
Corporate Approvals
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Shareholder Rights
Information Rights
Exit Rights
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Further Assurance
Manufacturing
Technology
Financial Services
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Construction
Professional Services
Hospitality
Consumer Goods
Legal
Finance
Corporate Secretariat
Compliance
Mergers & Acquisitions
Corporate Development
Business Development
Strategy
Corporate Affairs
Investment Relations
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Legal Director
Corporate Secretary
Investment Director
Managing Director
Shareholder Relations Manager
Compliance Officer
Corporate Governance Manager
M&A Director
Business Development Manager
Strategy Director
General Counsel
Board Member
Finance Manager
Corporate Affairs Director
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