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Share Redemption Agreement
"I need a Share Redemption Agreement for our Indonesian tech startup to repurchase 15% of shares from a departing co-founder, with completion planned for March 2025 and payment to be made in three installments."
1. Parties: Identification of the Company and the Selling Shareholder(s)
2. Background: Context of the share redemption, including company details and reason for redemption
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation
4. Share Details: Description of shares to be redeemed, including class, number, and percentage of total share capital
5. Redemption Price: Agreed price per share and total consideration, including calculation method
6. Payment Terms: Timeline and method of payment for the redeemed shares
7. Conditions Precedent: Required approvals and conditions to be met before completion
8. Completion Mechanics: Step-by-step process for executing the share redemption
9. Representations and Warranties: Standard declarations by both parties regarding authority, ownership, and compliance
10. Corporate Governance: Changes to voting rights and management structure post-redemption
11. Tax Provisions: Allocation of tax responsibilities and indemnities
12. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information
13. Governing Law and Jurisdiction: Application of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Regulatory Compliance: Required for listed companies or when specific OJK approvals are needed
2. Foreign Investment Provisions: Required when involving foreign shareholders or currency controls
3. Share Valuation Mechanism: Needed when price is to be determined by independent valuation
4. Anti-dilution Rights: Required when other shareholders have protective rights
5. Employee Share Scheme Provisions: Needed when redemption involves employee-held shares
6. Capital Maintenance Compliance: Detailed section required for companies near minimum capital requirements
7. Related Party Transaction Provisions: Required when redemption qualifies as a related party transaction
1. Share Details Schedule: Detailed breakdown of shares being redeemed, including share certificates
2. Corporate Approvals: Copies of board resolutions, shareholder approvals, and regulatory clearances
3. Calculation of Redemption Price: Detailed methodology and calculations for share valuation
4. Completion Checklist: List of documents and actions required for completion
5. Form of Transfer Instruments: Template documents for executing the share transfer
6. Amended Articles of Association: Draft amendments reflecting capital reduction post-redemption
7. Tax Calculations: Details of applicable taxes and payment calculations
Authors
Financial Services
Manufacturing
Technology
Real Estate
Consumer Goods
Energy
Mining
Healthcare
Retail
Telecommunications
Professional Services
Agriculture
Infrastructure
Education
Transportation
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Corporate Development
Investor Relations
Board Secretariat
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Finance Director
Legal Director
Compliance Officer
Corporate Finance Manager
Treasury Manager
Board Director
Company Commissioner
Tax Manager
Shareholder Relations Manager
Investment Director
Corporate Development Manager
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