The Co-Investment Agreement is a crucial document used when multiple investors plan to jointly invest in an Indonesian business venture. It is particularly relevant in scenarios involving foreign investment in Indonesia, where compliance with local investment regulations is essential. The agreement typically details the investment structure, capital contributions, governance rights, profit sharing, exit mechanisms, and regulatory compliance requirements. It must address specific Indonesian legal requirements such as foreign ownership restrictions, mandatory use of Bahasa Indonesia in contracts, and investment licensing through the Online Single Submission (OSS) system. This document is fundamental for establishing clear rights and obligations among co-investors while ensuring the investment structure aligns with Indonesian investment laws and regulations.
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1. Parties: Identification of all co-investors and the target company/investment vehicle
2. Background: Context of the investment and relationship between the parties
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Investment Structure: Details of investment amounts, phases, and mechanics of investment
5. Conditions Precedent: Conditions that must be satisfied before investment completion
6. Completion Mechanics: Steps for completing the investment and timeline
7. Representations and Warranties: Statements of fact and assurances from all parties
8. Management and Control: Governance structure, board composition, and decision-making processes
9. Reserved Matters: Decisions requiring special approval from co-investors
10. Transfer Restrictions: Limitations on transfer of shares/interests and exit provisions
11. Pre-emptive Rights: Rights of existing investors in future funding rounds
12. Reporting and Information Rights: Financial and operational information sharing requirements
13. Confidentiality: Protection of confidential information and trade secrets
14. Term and Termination: Duration of agreement and circumstances for termination
15. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes
1. Tag-Along Rights: Used when minority investors need protection to join in sale by majority
2. Drag-Along Rights: Included when majority investors want right to force minority to join in sale
3. Anti-Dilution Protection: Added when investors require protection against future down rounds
4. Deadlock Resolution: Needed when equal co-investors want mechanism to resolve deadlocks
5. Strategic Cooperation: Included when co-investors plan specific business cooperation beyond investment
6. Non-Compete and Non-Solicitation: Added when protecting against competition from co-investors is crucial
7. Foreign Investment Provisions: Required when foreign investors are involved, addressing specific Indonesian regulatory requirements
8. Exit Strategy: Detailed when parties want specific provisions for IPO or trade sale
9. Founder Commitments: Needed when original founders remain involved with specific obligations
1. Capital Structure: Detailed breakdown of shareholding pre and post investment
2. Business Plan: Agreed business plan and financial projections
3. Conditions Precedent Checklist: List of all conditions to be satisfied before completion
4. Reserved Matters List: Detailed list of matters requiring special approval
5. Form of Shareholders Agreement: Draft of shareholders agreement to be executed
6. Corporate Documents: Copies of key corporate documents and licenses
7. Management Structure: Detailed organizational structure and key personnel
8. Investment Timeline: Schedule of investment tranches and milestones
9. Completion Documents: List of documents required for investment completion
10. Form of Board Resolutions: Template resolutions for corporate approvals
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