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Contract Of Sale Of Shares
"I need a Contract of Sale of Shares for transferring 60% of shares in my Indonesian technology startup to a Singapore-based venture capital firm, with completion planned for March 2025, including special provisions for foreign investment approval and founder employment agreements."
1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being sold and the current ownership structure
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 payment schedule
6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer
7. Completion: Process and requirements for completing the transfer, including timing and delivery of documents
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
10. Covenants: Pre and post-completion obligations of both parties
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag Along Rights: Optional section for minority shareholder protection, relevant when selling partial shareholdings
2. Drag Along Rights: Optional section for majority shareholder rights, relevant in cases of majority stake sales
3. Non-Competition: Restrictions on seller's future business activities, relevant when seller is exiting completely
4. Foreign Investment Provisions: Required when buyer is a foreign entity, addressing Indonesian foreign investment requirements
5. Tax Indemnity: Specific tax-related provisions, important in large transactions or where tax exposure is significant
6. Break Fee: Penalties for withdrawal from transaction, relevant in high-value or strategic sales
7. Employee Matters: Required when sale impacts key employment arrangements or when there are employee shareholders
8. Regulatory Compliance: Additional provisions for regulated industries or listed companies
1. Details of the Shares: Comprehensive information about the shares being transferred, including share certificates numbers and share history
2. Company Information: Details of the company including corporate documents, licenses, and material contracts
3. Warranties: Detailed list of warranties given by the seller regarding the company and shares
4. Completion Checklist: List of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Corporate Structure: Pre and post-completion corporate structure diagrams
7. Required Consents: List of third-party and regulatory consents required
8. Disclosed Matters: Specific disclosures against the warranties
Authors
Banking and Financial Services
Technology
Manufacturing
Real Estate
Mining and Resources
Retail and Consumer
Healthcare
Transportation and Logistics
Energy
Telecommunications
Agriculture
Construction
Professional Services
Education
Media and Entertainment
Legal
Corporate Finance
Mergers & Acquisitions
Compliance
Corporate Secretarial
Investment
Business Development
Finance
Risk Management
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Investment Director
Merger & Acquisition Manager
Corporate Finance Manager
Business Development Director
Compliance Officer
Board Director
Managing Director
Finance Director
Company Secretary
Investment Banker
Private Equity Manager
Transaction Advisory Manager
Due Diligence Specialist
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