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1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the transfer can complete
6. Completion: Mechanics and timing of the transfer completion, including actions required by each party
7. Seller's Warranties: Representations and warranties from the seller regarding the shares and company
8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to purchase
9. Confidentiality: Obligations regarding confidential information and announcement restrictions
10. Notices: Process and requirements for formal communications between parties
11. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
12. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale
2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in a sale
3. Non-Competition: Include when the seller needs to be restricted from competing post-sale
4. Tax Covenants: Include when specific tax arrangements or indemnities are required
5. Management Provisions: Include when the transfer affects management rights or board composition
6. Regulatory Compliance: Include when specific regulatory approvals (e.g., OJK approval) are required
7. Employee Matters: Include when the transfer affects key employees or employment arrangements
8. Intellectual Property Rights: Include when IP ownership or licenses are affected by the transfer
1. Details of the Shares: Detailed description of shares being transferred including share certificates numbers
2. Company Information: Key details about the company including corporate registration and licenses
3. Completion Requirements: Checklist of documents and actions required for completion
4. Form of Transfer Instruments: Templates for share transfer deed and other transfer documents
5. Warranties: Detailed warranties about the company and its business
6. Corporate Approvals: Copies of required corporate approvals and resolutions
7. Regulatory Filings: Forms and notices required for regulatory compliance
8. Existing Encumbrances: List of any existing encumbrances on the shares
Banking & Financial Services
Manufacturing
Technology
Real Estate
Mining
Agriculture
Retail
Healthcare
Energy
Telecommunications
Transportation & Logistics
Consumer Goods
Professional Services
Construction
Education
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Mergers & Acquisitions
Investment
Board of Directors
Executive Management
Risk Management
Corporate Affairs
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
General Counsel
Investment Director
Merger & Acquisitions Director
Corporate Finance Manager
Legal Manager
Compliance Officer
Board Director
Managing Director
Finance Director
Company Secretary
Investment Manager
Corporate Development Manager
Shareholder Representative
Business Development Director
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