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Stock Investment Agreement
"I need a Stock Investment Agreement for a 25% minority investment in an Indonesian technology company, with tag-along rights and quarterly information rights for the investor, to be completed by March 2025."
1. Parties: Identification of the investor(s) and the company, including their complete legal names, registration numbers, and addresses
2. Background: Context of the investment, current company status, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Issue of Shares: Details of shares being issued, including class, number, and nominal value
5. Investment Amount and Payment Terms: Specified investment amount, payment schedule, and payment mechanisms
6. Completion: Conditions precedent, completion obligations, and timing of the investment
7. Representations and Warranties: Standard representations from both company and investor
8. Covenants: Pre-completion and post-completion obligations of all parties
9. Corporate Governance: Board composition, voting rights, and management provisions
10. Transfer Restrictions: Limitations on share transfers and required procedures
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, amendments, and language requirements
14. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Include when minority investor protection is required, giving right to join in sale of majority shares
2. Drag-Along Rights: Include when majority shareholders want right to force minority to join in sale
3. Anti-Dilution Protection: Include for preferred shares or when specifically requested by investors
4. Foreign Investment Provisions: Include when investor is foreign, addressing compliance with Indonesian foreign investment regulations
5. Dividend Policy: Include when specific dividend arrangements are agreed
6. Information Rights: Include when investors require specific reporting or inspection rights
7. Right of First Refusal: Include when existing shareholders should have priority right to purchase shares being sold
8. Put and Call Options: Include when parties agree to specific exit mechanisms
1. Schedule 1 - Share Capital Structure: Details of current and post-investment share capital structure
2. Schedule 2 - Conditions Precedent: List of all conditions that must be satisfied before completion
3. Schedule 3 - Warranties: Detailed warranties given by the company and key shareholders
4. Schedule 4 - Company Information: Key company details including assets, contracts, and intellectual property
5. Schedule 5 - Completion Requirements: Detailed list of documents and actions required at completion
6. Appendix A - Board Resolution: Format of board resolution approving the investment
7. Appendix B - Shareholders Resolution: Format of shareholders resolution approving the investment
8. Appendix C - Share Certificate Format: Template for new share certificates to be issued
Authors
Articles of Association
Board of Directors
Board of Commissioners
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Deed of Transfer
Encumbrance
Event of Default
Existing Shareholders
Financial Year
General Meeting of Shareholders
Governmental Authority
IDX
Investment Amount
Investor
Indonesian GAAP
Material Adverse Change
New Shares
OJK
Ordinary Shares
Parties
Permitted Transferee
Purchase Price
Related Party
Relevant Permits
Rupiah
Securities
Share Certificate
Shareholders
Shareholders Agreement
Share Capital
Subscription Shares
Subsidiary
Tax
Transaction Documents
Transfer
Warranties
Working Capital
Share Subscription
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Representations and Warranties
Pre-Completion Covenants
Post-Completion Covenants
Corporate Governance
Board Composition
Reserved Matters
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Transfer Restrictions
Anti-Dilution Protection
Dividend Rights
Exit Rights
Put Option
Call Option
Non-Competition
Confidentiality
Announcements
Assignment
Costs
Notices
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Dispute Resolution
Language
Termination
Technology
Manufacturing
Real Estate
Financial Services
Consumer Goods
Healthcare
Energy
Infrastructure
Agriculture
Mining
E-commerce
Education
Transportation
Telecommunications
Legal
Finance
Corporate Development
Compliance
Investment
Corporate Secretariat
Board of Directors
Executive Leadership
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Manager
Legal Counsel
Finance Director
Investment Director
Compliance Officer
Board Director
Managing Director
Corporate Development Manager
Investment Analyst
Legal Manager
Financial Controller
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