The Common Stock Subscription Agreement serves as a crucial document in Indonesian corporate transactions, used when a company seeks to issue new shares to raise capital from investors. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007) and various regulations from the Financial Services Authority (OJK) and Investment Coordinating Board (BKPM). It outlines the complete terms of share subscription, including share price, payment mechanisms, representations and warranties, and closing conditions. For foreign investors, additional provisions address investment restrictions and currency regulations. The document typically requires notarization and may need to be drafted bilingually in Indonesian and English, with the Indonesian version prevailing in case of inconsistencies.
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1. Parties: Identification of the Company and the Subscriber(s), including their complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including the Company's current capital structure and the purpose of the share subscription
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Issuance: Details of shares being subscribed, including number, class, and nominal value
5. Subscription Price: Total consideration and price per share, including currency and payment method
6. Closing Conditions: Conditions precedent that must be satisfied before the subscription is completed
7. Closing Mechanics: Process and timeline for completing the subscription, including document delivery and payment procedures
8. Company Representations and Warranties: Company's statements regarding its legal status, authority, and business condition
9. Subscriber Representations and Warranties: Subscriber's statements regarding authority, financial capacity, and compliance with laws
10. Covenants: Ongoing obligations of both parties before and after closing
11. Termination: Circumstances under which the agreement may be terminated and the consequences
12. Notices: Process and contact details for formal communications between parties
13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
14. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability
1. Foreign Investment Provisions: Required when the subscriber is a foreign entity, addressing compliance with Indonesian foreign investment regulations
2. Anti-Dilution Rights: Protection mechanisms for maintaining the subscriber's ownership percentage in future share issuances
3. Tag-Along Rights: Right of the subscriber to join in the sale of shares by other shareholders
4. Board Appointment Rights: Rights of the subscriber to appoint directors or commissioners
5. Multiple Closing Provisions: Required when the subscription will be completed in multiple tranches
6. Currency Conversion: Required when payment is made in foreign currency, addressing exchange rate mechanisms
7. Regulatory Compliance: Specific provisions required for regulated industries or public companies
8. Employee Matters: Required for employee stock ownership programs or when employment-related conditions exist
1. Schedule 1 - Share Details: Detailed information about the shares being subscribed, including class rights and restrictions
2. Schedule 2 - Closing Deliverables: List of documents and items to be delivered at closing
3. Schedule 3 - Company Information: Details of the Company's corporate information, including capital structure and subsidiaries
4. Schedule 4 - Company Disclosure Schedule: Exceptions and qualifications to the Company's representations and warranties
5. Schedule 5 - Form of Officer's Certificate: Template for certification of closing conditions and corporate approvals
6. Schedule 6 - Required Governmental Approvals: List of regulatory approvals required for the subscription
7. Appendix A - Shareholders Resolution: Form of shareholders resolution approving the share issuance
8. Appendix B - Board Resolution: Form of board resolution approving the share issuance
9. Appendix C - Share Certificate Specimen: Form of share certificate to be issued
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Infrastructure
Energy
Healthcare
Consumer Goods
Agriculture
Mining
Transportation
Telecommunications
Education
Retail
Professional Services
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Investment
Risk Management
Corporate Development
Investor Relations
Board of Directors
Executive Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Director
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Compliance Officer
Board Director
Commissioner
Financial Controller
Corporate Development Manager
Investor Relations Manager
Due Diligence Officer
Risk Management Officer
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