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1. Parties: Identification of the transferor (seller) and transferee (buyer) with complete legal names and addresses
2. Background: Context of the transaction, including details about the company whose shares are being transferred and the purpose of the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Details of the purchase price, payment method, and timing of payment
6. Completion: Procedures and requirements for closing the transaction, including signing and delivery of documents
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and status of the shares
8. Buyer's Warranties: Warranties regarding authority to purchase and compliance with relevant laws
9. Corporate Approvals: Required approvals from company organs as per Indonesian Company Law
10. Confidentiality: Obligations to maintain confidentiality of the transaction and company information
11. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanism
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Foreign Investment Compliance: Required when the buyer is a foreign entity, addressing compliance with Indonesian foreign investment laws
3. Tax Provisions: Detailed tax arrangements when specific tax structuring is required
4. Escrow Arrangements: When part of the purchase price is to be held in escrow
5. Non-Competition: Restrictions on seller's future business activities, if required
6. Multiple Sellers Provisions: Required when there are multiple selling shareholders
7. Share Retention: When there are restrictions on the buyer's ability to transfer the shares post-completion
8. Post-Completion Covenants: Specific obligations of parties after completion of the transfer
1. Share Details: Detailed description of the shares being transferred, including share certificates numbers and dates of issue
2. Company Information: Key details about the company including corporate registration numbers, directors, and shareholders
3. Form of Transfer Instruments: Template forms for share transfer deed and other required transfer documents under Indonesian law
4. Corporate Approvals: Copies of relevant corporate approvals, board resolutions, and shareholder resolutions
5. Warranties: Detailed list of warranties given by the seller regarding the company and the shares
6. Payment Details: Bank account details and payment instructions
7. Required Regulatory Filings: List of notifications and filings required under Indonesian law
8. Completion Checklist: List of all documents and actions required for completion of the transfer
Banking & Financial Services
Manufacturing
Technology
Real Estate
Mining
Agriculture
Retail
Healthcare
Transportation
Energy
Telecommunications
Professional Services
Construction
Consumer Goods
Education
Legal
Corporate Secretarial
Finance
Compliance
Tax
Corporate Development
Mergers & Acquisitions
Investment Relations
Risk Management
Executive Leadership
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Manager
Compliance Officer
Financial Controller
Board Director
Managing Director
Corporate Lawyer
Investment Banker
Tax Manager
M&A Director
Business Development Manager
Risk Manager
Company Director
Shareholder Relations Manager
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