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Stock Escrow Agreement
"Need a Stock Escrow Agreement under Indonesian law for holding 25% shares of a tech startup in escrow until March 2025, with specific provisions for foreign investment compliance and quarterly dividend distributions to the beneficial owner."
1. Parties: Identifies all parties to the agreement: the depositor(s), beneficiary(ies), and the escrow agent
2. Background: Sets out the context and purpose of the escrow arrangement and the underlying transaction
3. Definitions: Defines key terms used throughout the agreement
4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role and responsibilities
5. Deposit of Escrow Shares: Details of the shares to be held in escrow, including quantity, class, and company information
6. Escrow Period: Duration of the escrow arrangement and any applicable extensions
7. Rights and Obligations of Escrow Agent: Comprehensive list of the escrow agent's duties, powers, and limitations
8. Release Conditions: Specific conditions that must be met for the release of shares from escrow
9. Release Mechanism: Procedures for releasing shares from escrow, including required documentation and timeframes
10. Voting Rights and Dividends: Treatment of voting rights and dividends during the escrow period
11. Fees and Expenses: Details of escrow agent's compensation and allocation of costs
12. Representations and Warranties: Standard representations from all parties regarding authority, ownership, and compliance
13. Indemnification: Provisions for indemnifying the escrow agent and other parties as applicable
14. Termination: Circumstances and procedures for terminating the agreement
15. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
16. Notices: Communication procedures and contact details for all parties
17. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Tax Provisions: Include when there are specific tax implications or requirements for the escrow arrangement
2. Foreign Investment Compliance: Required when shares involve foreign ownership subject to Indonesian investment regulations
3. Electronic Communications: Include when parties agree to use electronic means for instructions and communications
4. Force Majeure: Optional provisions for handling unforeseen circumstances that may affect the escrow arrangement
5. Regulatory Compliance: Include when dealing with listed companies or specific regulated industries
6. Substitute Escrow Agent: Procedures for appointing a replacement escrow agent if needed
7. Multiple Depositors: Additional provisions when there are multiple share depositors
8. Confidentiality: Detailed confidentiality provisions if not covered adequately in general provisions
1. Schedule 1 - Share Details: Detailed description of the escrowed shares, including share certificates numbers and shareholder information
2. Schedule 2 - Release Conditions Matrix: Detailed matrix of conditions and corresponding release requirements
3. Schedule 3 - Fee Schedule: Detailed breakdown of escrow agent fees and payment terms
4. Schedule 4 - Required Documents: List of all documents required for deposit and release of shares
5. Schedule 5 - Authorized Signatories: List of persons authorized to give instructions regarding the escrow
6. Appendix A - Form of Release Notice: Standard form for requesting release of shares from escrow
7. Appendix B - Form of Release Certificate: Standard form for certifying that release conditions have been met
8. Appendix C - Compliance Certificates: Templates for various compliance certificates required under Indonesian law
Authors
Applicable Law
Business Day
Company
Completion Date
Conditions Precedent
Depositor
Dispute
Effective Date
Encumbrance
Escrow Account
Escrow Agent
Escrow Period
Escrow Shares
Event of Default
Force Majeure Event
IDX
Initial Deposit
Instructions
KSEI
Material Adverse Change
Notice
OJK
Parties
Release Certificate
Release Conditions
Release Date
Release Notice
Representatives
Rupiah
Share Certificates
Shareholder Rights
Shares
Underlying Transaction
Valid Claim
Voting Rights
Deposit
Custody
Release Conditions
Release Mechanics
Voting Rights
Dividends and Distributions
Representations and Warranties
Escrow Agent Duties
Fees and Expenses
Indemnification
Liability Limitation
Regulatory Compliance
Confidentiality
Force Majeure
Termination
Communications
Dispute Resolution
Governing Law
jurisdiction
Assignment
Amendment
Severability
Entire Agreement
Counterparts
Notices
Language
Time of Essence
Further Assurance
Anti-Money Laundering
Foreign Investment Compliance
Banking & Financial Services
Investment Management
Corporate Services
Legal Services
Technology
Real Estate
Manufacturing
Energy
Mining
Telecommunications
Healthcare
Retail
E-commerce
Legal
Compliance
Corporate Secretarial
Finance
Corporate Finance
Mergers & Acquisitions
Investment
Business Development
Corporate Governance
Risk Management
Legal Counsel
Corporate Secretary
Chief Legal Officer
Compliance Officer
Investment Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Transaction Manager
Chief Financial Officer
Financial Controller
Business Development Director
Company Director
Chief Executive Officer
Escrow Services Manager
Corporate Governance Officer
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