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Shareholder Settlement Agreement
"I need a Shareholder Settlement Agreement under Indonesian law for resolving a dispute between three shareholders of a private technology company, where two minority shareholders will sell their combined 30% stake to the majority shareholder by March 2025, with payment in installments."
1. Parties: Identification of all shareholders and the company involved in the settlement
2. Background: Recitals detailing the history of the dispute and circumstances leading to the settlement
3. Definitions: Definitions of key terms used throughout the agreement
4. Settlement Terms: Core terms of the settlement including any share transfers, payments, or other obligations
5. Release and Waiver: Mutual release of claims and waiver of future rights related to the settled dispute
6. Confidentiality: Obligations regarding confidentiality of the settlement terms and related information
7. Representations and Warranties: Statements of fact and assurances from each party
8. Tax Implications: Treatment of tax obligations arising from the settlement
9. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of forum
10. Notices: Process for serving formal notices under the agreement
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Compete Provisions: Restrictions on competitive activities, used when settling disputes involving business competition
2. Share Valuation Mechanism: Process for valuing shares, needed when settlement involves share transfers without fixed prices
3. Regulatory Compliance: Special provisions for compliance with OJK regulations, required for public companies
4. Transitional Arrangements: Temporary arrangements during implementation of settlement terms
5. Director Resignations: Procedures for resignation of directors, needed when settlement involves management changes
6. Third Party Rights: Rights of affected third parties, required when settlement impacts other stakeholders
7. Break Fee: Penalties for breach of settlement terms, used in high-value settlements
1. Share Transfer Documentation: Forms and documents required for any share transfers
2. Payment Schedule: Detailed timeline and terms for settlement payments
3. Corporate Approvals: Copies of board resolutions and shareholder approvals
4. Resignation Letters: Template or actual resignation letters for departing officers
5. Release Documentation: Detailed forms for mutual releases and waivers
6. Existing Disputes Summary: List of all disputes being settled
7. Company Information: Key corporate information and shareholding structure
Authors
Company
Business Day
Completion Date
Confidential Information
Dispute
Effective Date
Encumbrance
Existing Shareholders Agreement
Government Authority
Implementation Period
Laws
Material Adverse Change
OJK
Parties
Related Party
Release
Resolution
Settlement Amount
Settlement Date
Settlement Payment
Settlement Period
Share Transfer
Shares
Shareholders
Settling Parties
Outstanding Claims
Transaction Documents
Voting Rights
Working Day
RUPS (General Meeting of Shareholders)
Board of Directors
Board of Commissioners
Articles of Association
Deed of Settlement
Company Law
Completion Obligations
Default Event
Dispute Notice
Retained Claims
Settlement Terms
Target Company
Transfer Date
Valuation Date
Waiver
Definitions
Settlement Terms
Payment Obligations
Share Transfer
Mutual Release
Confidentiality
Non-Disparagement
Representations and Warranties
Tax Matters
Costs and Expenses
Further Assurance
Assignment
Severability
Entire Agreement
Waiver
Force Majeure
Governing Law
Dispute Resolution
Notices
Third Party Rights
Amendments
Counterparts
Non-Compete
Indemnification
Completion Mechanics
Regulatory Compliance
Corporate Approvals
Conditions Precedent
Termination
Time of Essence
Good Faith
Transitional Provisions
Enforcement
Binding Effect
Survival
Language
Financial Services
Manufacturing
Technology
Real Estate
Mining
Agriculture
Retail
Energy
Healthcare
Telecommunications
Construction
Professional Services
Media and Entertainment
Transportation and Logistics
Legal
Corporate Secretariat
Board of Directors
Corporate Governance
Compliance
Finance
Risk Management
Shareholder Relations
Investment Relations
Executive Management
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Chief Financial Officer
Board Director
Company Director
Shareholder Relations Manager
Compliance Officer
Corporate Governance Officer
Risk Manager
Investment Relations Manager
Managing Director
General Counsel
Business Development Director
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