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Stock Repurchase Agreement
"I need a Stock Repurchase Agreement for our Indonesian publicly-listed technology company to repurchase up to 10% of our outstanding shares from the market during Q2 2025, with specific provisions for price stabilization and compliance with OJK regulations."
1. Parties: Identification of the company conducting the buyback and the selling shareholders
2. Background: Context of the repurchase, including corporate authorizations and regulatory compliance statements
3. Definitions: Key terms used throughout the agreement, including financial, technical, and legal definitions
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price and Payment: Payment terms, method, timing, and any adjustments
6. Closing: Conditions precedent, closing mechanics, and deliverables
7. Representations and Warranties: Statements by both parties regarding their capacity, authority, and share ownership
8. Covenants: Ongoing obligations of the parties before and after closing
9. Tax Matters: Allocation of responsibility for taxes arising from the transaction
10. Confidentiality: Obligations regarding non-disclosure of transaction details
11. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Regulatory Compliance: Additional section when the company is publicly listed, detailing compliance with OJK regulations and capital market rules
2. Shareholder Approval: Required when the repurchase needs specific shareholder approval under Indonesian law
3. Foreign Investment Provisions: Needed when the transaction involves foreign shareholders and must comply with Indonesian investment law
4. Employee Stock Option Considerations: Required when the repurchased shares are from employee stock option programs
5. Bank/Creditor Consent: Necessary when the company has existing loan agreements requiring lender consent for share repurchases
6. Broker/Agent Provisions: Required when the repurchase is conducted through a broker or agent
7. Market Trading Restrictions: For public companies, addressing blackout periods and trading restrictions
1. Schedule 1 - Share Details: Detailed information about the shares being repurchased, including share certificates numbers and dates
2. Schedule 2 - Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations
3. Schedule 3 - Calculation of Purchase Price: Formula and methodology for determining the share repurchase price
4. Schedule 4 - Closing Checklist: List of all documents and actions required for closing
5. Appendix A - Form of Transfer Instrument: Template for share transfer documentation
6. Appendix B - Regulatory Filings: Forms and notices required to be filed with OJK or other regulatory bodies
7. Appendix C - Tax Clearance Documents: Required tax forms and certificates
Authors
Articles of Association
Bank Indonesia
Board of Directors
Board of Commissioners
Business Day
Closing
Closing Date
Company
Consideration
Deed of Transfer
Encumbrance
Financial Services Authority (OJK)
Financial Year
General Meeting of Shareholders
Governmental Authority
IDX
Indonesian Law
Material Adverse Effect
Minister of Law
MOLHR
Notice
Parties
Purchase Price
Purchaser
Related Party
Relevant Shares
Repurchase
Rupiah
Sale Shares
Securities Administration Bureau
Selling Shareholder
Share Certificates
Share Registrar
Shares
Signing Date
Stock Exchange
Subsidiaries
Tax
Transaction Documents
Transfer
Valuation Report
Working Capital
Definitions and Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Closing Mechanics
Pre-Closing Obligations
Post-Closing Obligations
Representations and Warranties
Company Warranties
Shareholder Warranties
Regulatory Compliance
Corporate Approvals
Share Transfer Mechanics
Tax Matters
Confidentiality
Announcements
Force Majeure
Termination
Indemnification
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Counterparts
Banking & Financial Services
Technology
Manufacturing
Real Estate
Consumer Goods
Energy & Resources
Healthcare
Telecommunications
Infrastructure
Retail
Mining
Agriculture
Transportation & Logistics
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Corporate Governance
Risk Management
Investor Relations
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Finance Director
Treasury Manager
Compliance Officer
Corporate Governance Officer
Investment Relations Manager
Board Director
Tax Manager
Financial Controller
Corporate Legal Counsel
Risk Management Officer
Company Secretary
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