Shares Purchase Agreement Template for Indonesia

1. Tag-Along Rights: Optional section for minority shareholder protection, typically included when there are remaining shareholders

2. Drag-Along Rights: Optional section allowing majority shareholders to force minority shareholders to join in a sale

3. Non-Competition: Restrictions on seller's future competitive activities, typically included when seller is an industry participant

4. Transition Services: Included when seller needs to provide operational support post-completion

5. Tax Covenant: Detailed tax indemnities and mechanics, typically included in larger transactions

6. Break Fee: Included when there's significant deal risk or complex regulatory approvals required

7. Foreign Investment Provisions: Required when purchaser is a foreign entity, addressing Indonesian foreign investment requirements

1. Details of the Company: Corporate information including registration number, directors, share capital structure

2. Conditions Precedent: Detailed list of all conditions precedent

3. Completion Requirements: Detailed list of completion deliverables and actions

4. Warranties: Detailed warranties about the company, business, and shares

5. Properties: List and details of company's real estate assets

6. Material Contracts: List and details of key business contracts

7. Intellectual Property: Details of company's IP rights

8. Employee Information: Details of key employees and employment terms

9. Disclosed Documents: List of documents disclosed against the warranties

10. Form of Resignation Letters: Template resignation letters for retiring directors

11. Form of Board Resolutions: Template board resolutions approving the transfer