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A Share Issue Agreement is a crucial document used when an Indonesian company wishes to increase its capital by issuing new shares to existing or new shareholders. The agreement must be drafted in compliance with Indonesian Law No. 40 of 2007 on Limited Liability Companies and related regulations. It is typically used in scenarios such as capital raising, strategic investment, or employee stock ownership programs. The document covers essential aspects including share details, payment terms, conditions precedent, and regulatory compliance requirements. Given Indonesia's specific requirements for foreign investment and corporate governance, the agreement must address matters such as foreign ownership restrictions, mandatory notarization, and regulatory approvals. The document serves as the primary legal instrument governing the relationship between the issuing company and share subscribers regarding the new share issuance.

1. Parties: Identification of the Company issuing shares and the Subscriber(s), including complete legal names, registration numbers, and addresses

2. Background: Context of the share issue, including company's current share capital structure and purpose of the new issue

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Issue Details: Specific details of shares being issued, including number, class, nominal value, and issue price

5. Consideration and Payment Terms: Payment amount, method, and timeline for the share subscription

6. Conditions Precedent: Conditions that must be satisfied before the share issue becomes effective

7. Completion: Process and requirements for completing the share issue, including documentation and registration

8. Company's Representations and Warranties: Company's statements regarding its authority, share capital, and compliance with laws

9. Subscriber's Representations and Warranties: Subscriber's statements regarding capacity, authority, and compliance

10. Covenants: Ongoing obligations of both parties

11. Confidentiality: Provisions regarding confidential information protection

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement