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Equity Buyback Agreement
"I need an Equity Buyback Agreement for my private Indonesian manufacturing company to repurchase 15% of its shares from a retiring founder-shareholder, with completion expected by March 2025."
1. Parties: Identification of the company conducting the buyback and the selling shareholder(s)
2. Background: Context of the buyback, including company status, existing shareholding structure, and purpose of the buyback
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Conditions Precedent: Prerequisites that must be satisfied before the buyback can proceed, including regulatory approvals and corporate authorizations
6. Completion Mechanics: Detailed process for executing the buyback, including timing, documentation, and payment procedures
7. Representations and Warranties: Standard declarations by both parties regarding their capacity, authority, and ownership of shares
8. Corporate Approvals: Required company approvals including shareholder resolutions and board approvals
9. Regulatory Compliance: Compliance with Indonesian company law and OJK regulations regarding share buybacks
10. Tax Provisions: Treatment of taxes arising from the transaction
11. Confidentiality: Obligations to maintain confidentiality of the transaction and related information
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Foreign Investment Compliance: Required when the selling shareholder is a foreign entity or when foreign ownership restrictions apply
2. Market Announcement: Required for listed companies to comply with disclosure obligations
3. Share Retention Requirements: Applicable when there are restrictions on remaining shareholders' ability to sell their shares
4. Employee Matters: Required when the selling shareholder is an employee or when the buyback affects employee share schemes
5. Related Party Transaction Provisions: Required when the buyback involves related parties under Indonesian company law
6. Competition Law Compliance: Required when the buyback might trigger competition law considerations
7. Security Interest Release: Required when the shares are subject to any existing security interests or encumbrances
1. Share Details: Detailed description of the shares being bought back, including share certificates numbers and shareholder history
2. Completion Checklist: List of documents and actions required for completion of the buyback
3. Form of Transfer Instruments: Template share transfer forms and other required transfer documentation
4. Corporate Authorizations: Copies of relevant board resolutions, shareholder approvals, and other corporate authorizations
5. Regulatory Approvals: Copies of required regulatory approvals and filings
6. Calculation of Purchase Price: Detailed breakdown of share price calculation and any adjustments
7. Tax Calculations: Details of applicable taxes and withholding requirements
Authors
Financial Services
Manufacturing
Technology
Real Estate
Consumer Goods
Energy
Mining
Healthcare
Telecommunications
Retail
Professional Services
Agriculture
Infrastructure
Transportation
Education
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Tax
Investor Relations
Risk Management
Corporate Communications
Board Secretariat
Corporate Development
Corporate Finance
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Finance Director
Compliance Officer
Corporate Treasurer
Investment Relations Manager
Financial Controller
Board Director
Commissioner
General Counsel
Tax Manager
Corporate Finance Manager
Risk Management Officer
Company Director
Shareholder Relations Manager
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