The Share For Share Exchange Agreement is a crucial document in Indonesian corporate transactions, typically used in corporate restructurings, mergers and acquisitions, or strategic consolidations. This agreement is essential when companies wish to exchange ownership interests without cash consideration, particularly in scenarios involving group reorganizations or strategic partnerships. The document must comply with Indonesian Company Law (Law No. 40 of 2007), capital market regulations if public companies are involved, and various regulatory requirements including OJK regulations. It contains detailed provisions covering share valuation, exchange mechanisms, conditions precedent, warranties, and completion procedures, while addressing specific Indonesian legal requirements such as notarial deeds and regulatory approvals. The agreement is particularly important in situations requiring corporate restructuring while maintaining business continuity and minimizing cash transactions.
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1. Parties: Identification of the exchanging parties and their corporate details
2. Background: Context of the transaction, including brief description of both companies and purpose of the share exchange
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Exchange: Core transaction terms including exchange ratio, number of shares, and mechanics of the exchange
5. Conditions Precedent: Prerequisites that must be satisfied before the share exchange can complete
6. Completion: Specific actions to be taken at completion, timing, and completion mechanics
7. Representations and Warranties: Standard and specific warranties about the shares, companies, and their businesses
8. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business restrictions
9. Termination: Circumstances under which the agreement can be terminated and consequences
10. Confidentiality: Obligations regarding confidential information and announcements
11. Costs and Expenses: Allocation of transaction costs and expenses
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Tax Provisions: Include when specific tax structuring or indemnities are required
2. Regulatory Compliance: Include when transaction requires specific regulatory approvals or compliance measures
3. Employee Matters: Include when the exchange affects employment arrangements or requires specific employee-related provisions
4. Intellectual Property: Include when IP transfers or licenses are part of the transaction
5. Non-Competition: Include when restrictions on future business activities are required
6. Break Fee: Include when parties agree to compensation if transaction fails under specific circumstances
7. Foreign Investment Provisions: Include when transaction involves foreign ownership considerations
8. Transition Services: Include when post-completion operational support is required
1. Share Details: Details of shares being exchanged, including share certificates and shareholder information
2. Company Information: Corporate information, including registration details and capital structure
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties and any specific disclosures against warranties
5. Properties and Assets: List of material assets and properties owned by each company
6. Material Contracts: List of important contracts affecting the transaction
7. Intellectual Property Rights: Details of IP rights owned or licensed by each company
8. Required Consents: List of third-party and regulatory consents required
9. Form of Transfer Documents: Pro forma transfer instruments and corporate resolutions
10. Completion Statement Format: Template for financial statements required at completion
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