The Share Subscription Agreement And Share Purchase Agreement is a crucial document used in Indonesian corporate transactions when an investor wishes to acquire both newly issued and existing shares in an Indonesian company. This hybrid agreement is particularly relevant in growth-stage investments, corporate restructurings, or strategic acquisitions where a combination of primary and secondary share acquisitions is desired. The document must comply with Indonesian corporate law, particularly Law No. 40 of 2007 and related investment regulations, especially when foreign investors are involved. It contains detailed provisions on share valuation, payment mechanisms, conditions precedent, representations and warranties, and completion requirements. The agreement is essential for documenting the terms of investment, protecting parties' interests, and ensuring regulatory compliance in Indonesian share transactions.
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1. Parties: Identification of the parties including the Company, existing shareholders (sellers), and subscriber/purchaser
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription/Purchase of Shares: Details of shares being subscribed/purchased, including number, class, and nominal value
5. Consideration: Purchase price, payment terms, and payment mechanics
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Timing, location, and actions to be taken at completion
8. Representations and Warranties: Statements of fact and assurances from all parties
9. Covenants: Ongoing obligations of the parties pre and post-completion
10. Company Protection: Provisions protecting the company's interests and compliance requirements
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tag-Along Rights: Optional section for minority shareholder protection, used when existing shareholders retain shares
2. Drag-Along Rights: Optional section for majority shareholder rights, used in potential future exit scenarios
3. Anti-dilution Protection: Optional section for protecting investor's shareholding percentage in future share issuances
4. Management Provisions: Optional section when the transaction includes board seats or management rights
5. Non-Competition: Optional section restricting competitive activities, typically used for strategic investors
6. Foreign Investment Provisions: Required only if the subscriber/purchaser is a foreign entity
7. Tax Indemnity: Optional section for specific tax risk allocation between parties
8. Right of First Refusal: Optional section giving existing shareholders priority rights in future share transfers
1. Details of the Company: Company registration details, share capital structure, and current shareholding
2. Form of Completion Documents: Templates for share certificates, transfer forms, and board resolutions
3. Warranties: Detailed list of warranties given by the parties
4. Conditions Precedent: Detailed list of conditions to be satisfied before completion
5. Deed of Adherence: Template for new shareholders to agree to existing shareholder agreements
6. Corporate Authorizations: Required corporate and regulatory approvals
7. Disclosure Letter: Exceptions and qualifications to the warranties
8. Payment Mechanics: Detailed procedures for fund transfers and evidence of payment
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