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Subscription And Shareholders Agreement
"I need a Subscription and Shareholders Agreement for my Indonesian technology startup to accommodate three venture capital investors who will collectively subscribe for 30% of the company's shares, with specific focus on anti-dilution protection and staged investment provisions for completion by March 2025."
1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new subscribers
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription of Shares: Details of share subscription including number of shares, price, payment terms and mechanics
5. Completion: Conditions precedent, completion mechanics, and timing for the subscription
6. Warranties and Representations: Warranties given by the Company, existing shareholders, and subscribers
7. Management and Corporate Governance: Board composition, appointment rights, management structure, and decision-making processes
8. Shareholders Meetings: Procedures for general meetings, voting rights, and quorum requirements
9. Reserved Matters: List of decisions requiring special approval from certain shareholders
10. Share Transfer Restrictions: Limitations on transfer of shares, right of first refusal, tag-along and drag-along rights
11. Dividend Policy: Agreement on distribution of profits and dividend declaration process
12. Confidentiality: Obligations regarding confidential information and announcements
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes, governing law, and jurisdiction
1. Anti-dilution Protection: Provisions protecting certain shareholders from dilution in future capital raises
2. Share Option Pool: Details of employee share option scheme if applicable
3. Preferred Rights: Special rights attached to preferred shares if multiple share classes exist
4. Non-compete and Non-solicitation: Restrictions on competitive activities and employee solicitation
5. Information Rights: Special information access rights for certain shareholders
6. Exit Provisions: Specific arrangements for IPO or trade sale scenarios
7. Deadlock Resolution: Mechanisms for resolving deadlock situations in decision-making
8. Pre-emptive Rights: Rights of existing shareholders to participate in future share issues
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholders
2. Schedule 2: Subscription Details: Detailed breakdown of share subscription, including price calculation and payment terms
3. Schedule 3: Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4: Company Warranties: Detailed warranties about the company's business, assets, and liabilities
5. Schedule 5: Reserved Matters: Comprehensive list of matters requiring special approval
6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7: Deed of Adherence: Form for new shareholders to join the agreement
8. Appendix A: Articles of Association: Current or amended Articles of Association of the Company
Authors
Agreed Form
Annual Budget
Articles of Association
Board
Board of Commissioners
Board of Directors
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Control
Deed of Adherence
Deed of Transfer
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Fair Market Value
Financial Year
General Meeting of Shareholders
Group
Holding Company
IDR
Independent Director
Investment Amount
Investor Director
Key Management
Material Adverse Change
New Shares
Notarial Deed
OJK
Ordinary Shares
Parties
Permitted Transferee
Preferred Shares
Pro Rata Share
Purchase Price
Reserved Matters
RUPS
Share Capital
Shareholder Loans
Shareholders
Shares
Subscription Price
Subscription Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Warranties
Working Capital
Share Subscription
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Dividend Policy
Non-compete
Non-solicitation
Confidentiality
Announcements
Deadlock Resolution
Event of Default
Exit Rights
Put Option
Call Option
Termination
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Costs
Further Assurance
Severability
Entire Agreement
Amendments
Language Requirements
Technology
E-commerce
Manufacturing
Financial Services
Real Estate
Infrastructure
Healthcare
Education
Renewable Energy
Mining
Agriculture
Retail
Telecommunications
Transportation
Professional Services
Legal
Corporate Finance
Investment
Compliance
Corporate Secretarial
Board of Directors
Executive Management
Corporate Development
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Managing Director
Board Director
Compliance Officer
Company Director
Private Equity Manager
Venture Capital Manager
Strategic Investment Manager
Corporate Development Manager
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