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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement for my Indonesian technology startup, where a Singapore-based venture capital firm will subscribe to 25% of our Series A preferred shares, with standard anti-dilution and board appointment rights."
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1. Parties: Identification of the Company, the Subscriber(s), and existing shareholders if relevant
2. Background: Context of the share subscription, including company's current share capital structure and purpose of the subscription
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Allotment: Details of shares being subscribed to, including number, class, and price per share
5. Subscription Price and Payment Terms: Total subscription amount, payment method, timing, and bank account details
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Completion: Process and requirements for completing the subscription, including timing and location
8. Company's Representations and Warranties: Company's statements about its legal status, authority, and share capital
9. Subscriber's Representations and Warranties: Subscriber's statements about their capacity and authority to enter into the agreement
10. Covenants: Ongoing obligations of the parties post-subscription
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
14. General Provisions: Standard clauses including amendments, assignments, and severability
1. Tag-Along Rights: Include when minority shareholder protection is required, giving right to join in sale of shares
2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in sale
3. Anti-Dilution Protection: Include for preferred shareholders or when specifically negotiated by investors
4. Foreign Investment Provisions: Include when subscriber is a foreign investor, addressing specific regulatory requirements
5. Share Transfer Restrictions: Include when parties want to restrict future transfer of subscribed shares
6. Board Appointment Rights: Include when subscription includes rights to appoint board members
7. Preemptive Rights: Include when existing shareholders need right of first refusal on future share issuances
8. Exit Rights: Include when investors require specific exit mechanisms or IPO rights
1. Schedule 1: Share Capital Structure: Details of company's share capital before and after subscription
2. Schedule 2: Subscription Details: Detailed breakdown of shares being subscribed, including class rights
3. Schedule 3: Conditions Precedent: Comprehensive list of all conditions to be satisfied before completion
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5: Company Disclosure: Company's disclosures against warranties
6. Schedule 6: Form of Board Resolution: Template for required corporate approvals
7. Schedule 7: Form of Shareholders' Resolution: Template for shareholder approval if required
8. Appendix A: Company Constitutional Documents: Articles of Association and other constitutional documents
9. Appendix B: Regulatory Approvals: Copies of required regulatory approvals and licenses
Authors
Articles of Association
Board
Board of Directors
Board of Commissioners
Business Day
Completion
Completion Date
Conditions Precedent
Company
Constitutional Documents
Deed of Subscription
Disclosed Information
Encumbrance
Existing Shareholders
Financial Year
General Meeting of Shareholders
Governmental Authority
IDR
Indonesian GAAP
Investment Law
Material Adverse Effect
MOLHR
New Shares
OJK
Parties
Prescribed Laws
Purchase Price
Related Party
Relevant Authority
Share Capital
Shareholders
Shareholders Agreement
Subscription Price
Subscription Shares
Subscriber
Subscription Amount
Subscription Notice
Subscription Rights
Tax
Transaction Documents
USD
Warranties
Definitions
Share Subscription
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Company Warranties
Subscriber Warranties
Indemnification
Confidentiality
Non-Competition
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-Dilution
Board Appointment Rights
Reserved Matters
Information Rights
Exit Rights
Regulatory Compliance
Foreign Investment Provisions
Tax Matters
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Language Requirements
Counterparts
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Energy
Mining
Agriculture
Retail
E-commerce
Transportation
Infrastructure
Telecommunications
Education
Consumer Goods
Professional Services
Legal
Finance
Corporate Secretarial
Compliance
Investment
Corporate Governance
Executive Management
Risk Management
Business Development
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Legal Director
Corporate Secretary
Investment Director
Compliance Officer
Board Director
Managing Director
Finance Manager
Legal Counsel
Investment Manager
Company Director
Shareholder Relations Manager
Corporate Governance Officer
Business Development Director
Risk Manager
General Counsel
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