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Simple Stock Purchase Agreement
"I need a Simple Stock Purchase Agreement for the sale of 30% shareholding in my technology startup PT Innovation Tech to a Singapore-based venture capital firm, with completion expected by March 2025 and including standard warranties for a cross-border transaction."
1. Parties: Identification of the Seller and Purchaser, including complete legal names and addresses
2. Background: Context of the transaction, including brief description of the Company and the parties' intention to sell/purchase shares
3. Definitions: Key terms used throughout the agreement, including Company, Shares, Purchase Price, and Completion Date
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Specified purchase price, payment method, and timing of payment
6. Completion: Details of when and how the transfer will be completed, including required actions by each party
7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Purchaser's Warranties: Basic warranties regarding authority to purchase and ability to pay
9. Confidentiality: Obligations to keep transaction details confidential
10. Costs: Allocation of transaction costs and tax responsibilities
11. Notices: How formal notices under the agreement should be given
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
13. Language: Provision for dual language (Indonesian and English) and which version prevails
14. Execution: Signature blocks and execution requirements
1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Post-Completion Obligations: Include when parties have specific obligations to fulfill after the share transfer
3. Non-Competition: Add when seller should be restricted from competing with the Company
4. Board Changes: Include when the transaction involves changes to the Company's board of directors
5. Tag-Along Rights: Add for minority shareholder protection in partial stake sales
6. Drag-Along Rights: Include when majority shareholder wants right to force minority shareholders to join in sale
7. Security for Obligations: Used when payment is deferred or warranties need to be secured
8. Pre-emptive Rights Waiver: Include when other shareholders have pre-emptive rights that need to be waived
1. Details of the Company: Company registration details, share capital structure, and other corporate information
2. Details of the Sale Shares: Specific description of shares being sold including share certificate numbers and share history
3. Form of Transfer Instruments: Template forms for share transfer documentation required under Indonesian law
4. Completion Checklist: List of all documents and actions required for completion
5. Seller's Warranties: Detailed warranties if more extensive than those in main agreement
6. Required Regulatory Approvals: List of required government or regulatory approvals for the transaction
7. Pro-forma Share Capital Table: Company's share capital structure before and after the transaction
Authors
Articles of Association
Board of Directors
Business Day
Company
Completion
Completion Date
Confidential Information
Deed of Transfer
Encumbrance
IDR
Indonesian Language Law
Law No. 40 of 2007
Material Adverse Change
Minister of Law
MOLHR
OJK
Purchase Price
Purchaser
Related Party
Regulatory Approvals
Sale Shares
Seller
Share Certificates
Shareholders Register
Special Register
Signing Date
Transaction Documents
Transfer Form
Warranties
Background
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Seller's Warranties
Purchaser's Warranties
Confidentiality
Tax Matters
Costs and Expenses
Language Requirements
Notices
Further Assurance
Assignment
Entire Agreement
Severability
Amendment
Waiver
Force Majeure
Counterparts
Governing Law
Dispute Resolution
Regulatory Compliance
Share Transfer Mechanics
Post-Completion Obligations
Non-Competition
Indemnification
Technology
Manufacturing
Financial Services
Real Estate
Retail
Healthcare
Education
Agriculture
Mining
Construction
Transportation
Hospitality
Energy
Telecommunications
Professional Services
Media and Entertainment
Legal
Corporate Secretarial
Finance
Compliance
Corporate Development
Investment
Treasury
Executive Management
Mergers and Acquisitions
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Manager
Business Development Director
Financial Controller
Company Director
Managing Director
Compliance Officer
Corporate Lawyer
Investment Analyst
Treasury Manager
Senior Legal Manager
Business Owner
Shareholder Relations Manager
Corporate Finance Manager
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