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Shareholders Agreement And Share Purchase Agreement
"I need a Shareholders Agreement and Share Purchase Agreement for a tech startup in Jakarta where three angel investors are purchasing 30% of shares, with specific provisions for future funding rounds and an IPO target by March 2025."
1. Parties: Identification of all parties to the agreement including selling shareholders, purchasing shareholders, and the company
2. Background: Context of the transaction and current company ownership structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
6. Completion: Mechanics and timing of the closing process, including deliverables and payment procedures
7. Warranties and Representations: Statements of fact and assurances from both sellers and purchasers
8. Company Management and Administration: Corporate governance structure, board composition, and management rights
9. Shareholder Rights and Obligations: Key rights including voting, dividends, and information rights
10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
11. Share Transfer Restrictions: Limitations on transfer of shares including right of first refusal and tag-along rights
12. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
13. Confidentiality: Obligations regarding confidential information and company secrets
14. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
15. Term and Termination: Duration of the agreement and circumstances allowing termination
16. Dispute Resolution: Procedures for resolving disputes including jurisdiction and governing law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Multiple Closing Mechanics: Required when the share purchase will occur in multiple tranches
3. Founder Provisions: Special rights and obligations of founding shareholders, if relevant
4. Anti-Dilution Protection: Protection mechanisms for existing shareholders in future capital raises
5. IPO Rights: Provisions regarding future public offerings and related shareholder rights
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Financing Arrangements: Details of any associated financing or payment structures
8. Intellectual Property Rights: Special provisions regarding IP ownership and licensing if relevant to the business
9. Employee Share Scheme: Provisions for employee share ownership programs if applicable
1. Schedule 1 - Share Capital and Shareholding Structure: Details of current and post-completion share capital and ownership
2. Schedule 2 - Company Information: Key details about the company including registration numbers, directors, and addresses
3. Schedule 3 - Warranties: Detailed warranties given by the sellers regarding the company and its business
4. Schedule 4 - Completion Deliverables: List of documents and actions required at completion
5. Schedule 5 - Reserved Matters: Detailed list of matters requiring special approval
6. Schedule 6 - Company's Business Plan: Initial business plan and key strategic objectives
7. Schedule 7 - Deed of Adherence: Form of deed for new shareholders joining the agreement
8. Schedule 8 - Corporate Governance Guidelines: Detailed procedures for board and shareholder meetings
9. Appendix A - Share Transfer Notice: Form of notice for transferring shares
10. Appendix B - Board Resolution Templates: Standard templates for key board resolutions
Authors
Articles of Association
Auditors
Board
Board Meeting
Board Resolution
Business
Business Day
Business Plan
Call Option
Completion
Completion Date
Conditions Precedent
Confidential Information
Connected Person
Deed of Adherence
Directors
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Fair Market Value
Financial Year
General Meeting
Group
Independent Director
Initial Business Plan
Intellectual Property Rights
Material Adverse Change
Notice
Ordinary Resolution
Parties
Permitted Transferee
Purchase Price
Put Option
Reserved Matters
RUPS (Rapat Umum Pemegang Saham)
Sale Shares
Selling Shareholders
Share Capital
Shareholders
Shareholders Meeting
Shareholders Resolution
Shares
Special Resolution
Subsidiary
Tag-Along Right
Transfer
Warranties
Working Hours
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Corporate Governance
Board Composition
Shareholder Meetings
Reserved Matters
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Anti-dilution
Information Rights
Dividend Policy
Deadlock Resolution
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Default
Termination
Exit Provisions
Dispute Resolution
Governing Law
Force Majeure
Indemnification
Assignment
Notices
Amendment
Severability
Entire Agreement
Language Requirements
Further Assurance
Technology
Manufacturing
Financial Services
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Construction
Professional Services
Media and Entertainment
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Corporate Development
Investment
Mergers & Acquisitions
Board of Directors
Executive Management
Corporate Governance
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Investment Director
Mergers & Acquisitions Director
Company Director
Board Member
Corporate Governance Officer
Finance Director
Business Development Director
Compliance Officer
Risk Management Officer
Investment Manager
Corporate Development Manager
Legal Manager
Shareholder Relations Manager
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