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Shareholders Agreement And Share Subscription Agreement
"I need a Shareholders Agreement and Share Subscription Agreement for my Indonesian technology startup, where a Singapore-based venture capital firm will invest USD 2 million for a 25% stake in March 2025, with specific provisions for tech IP protection and future funding rounds."
1. Parties: Identification of all parties to the agreement including the Company and all shareholders
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Subscription: Details of new shares being issued, subscription price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription
6. Warranties and Representations: Standard warranties from the Company and existing shareholders to the subscriber
7. Corporate Governance: Board composition, appointment rights, voting requirements, and reserved matters
8. Shareholders' Rights and Obligations: Key rights and obligations including voting rights, dividend rights, and funding obligations
9. Transfer Restrictions: Restrictions on share transfers including right of first refusal and tag-along rights
10. Exit Provisions: Mechanisms for exit including drag-along rights and IPO provisions
11. Confidentiality: Obligations regarding confidential information and announcements
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Anti-dilution Protection: Protection for investors against future share issues at lower valuations - include if requested by investors
2. Preferred Rights: Special rights attached to preferred shares - include if there are different share classes
3. Foreign Investment Provisions: Specific provisions relating to foreign ownership and compliance - include if there are foreign shareholders
4. Non-compete and Non-solicitation: Restrictions on competitive activities - include for key shareholders/founders
5. Intellectual Property Rights: Specific provisions regarding IP ownership and licensing - include for technology companies
6. Dead-lock Resolution: Mechanisms to resolve shareholder deadlocks - include for 50/50 joint ventures
7. Management Provisions: Detailed management structure and responsibilities - include for larger organizations
8. Employee Share Scheme: Provisions for employee share ownership - include if an ESOP is planned
1. Share Capital and Shareholding Structure: Details of existing and post-completion shareholding structure
2. Subscription Details: Detailed breakdown of share subscription including price calculation
3. Warranties: Comprehensive list of warranties given by the Company and existing shareholders
4. Reserved Matters: List of matters requiring special approval rights
5. Form of Deed of Adherence: Template deed for new shareholders joining the agreement
6. Company's Constitutional Documents: Articles of Association and other constitutional documents
7. Business Plan: Initial business plan and financial projections
8. Board Regulations: Detailed procedures for board meetings and decision-making
9. Completion Obligations: Detailed list of completion deliverables and requirements
Authors
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Deed of Adherence
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Existing Shareholders
Fair Market Value
Financial Year
General Meeting of Shareholders
Group
Indonesian GAAP
Initial Business Plan
Intellectual Property Rights
Investment Amount
Laws
Material Adverse Change
New Shares
OJK
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Purchase Price
Related Party
Reserved Matters
RUPS
Share Capital
Share Certificate
Share Transfer
Shareholder Loans
Shareholders
Subscription Price
Subscription Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer Notice
Warranties
Definitions
Share Subscription
Consideration
Conditions Precedent
Completion
Post-Completion Obligations
Warranties and Representations
Corporate Governance
Board Composition
Reserved Matters
Shareholder Meetings
Information Rights
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Non-competition
Non-solicitation
Confidentiality
Dividend Policy
Future Funding
Default
Deadlock Resolution
Exit Rights
IPO Rights
Put Option
Call Option
Termination
Force Majeure
Assignment
Notices
Costs
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Technology
Manufacturing
Financial Services
Real Estate
Consumer Goods
Healthcare
Energy
Infrastructure
E-commerce
Agriculture
Mining
Retail
Telecommunications
Education
Transportation
Legal
Corporate Finance
Investment
Compliance
Corporate Governance
Board of Directors
Executive Management
Corporate Secretarial
Risk Management
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Legal Director
Compliance Officer
Board Director
Private Equity Manager
Venture Capital Manager
Investment Manager
Corporate Finance Manager
Legal Counsel
Company Director
Shareholder Relations Manager
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