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Share Sale And Purchase Agreement

Share Sale And Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement for the acquisition of 75% shares in an Indonesian technology company by a Singapore-based buyer, with completion planned for March 2025, including specific provisions for foreign investment approval and technology sector compliance requirements."

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Document background
The Share Sale And Purchase Agreement is a crucial document used in corporate transactions in Indonesia when transferring ownership of shares between parties. It is essential for both private and public company transactions, though additional regulations apply for public companies. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007), Investment Law (Law No. 25 of 2007), and relevant regulations regarding foreign ownership restrictions. It typically includes detailed provisions on purchase price mechanics, conditions precedent, representations and warranties, completion procedures, and post-completion obligations. The document is particularly important in the Indonesian context due to specific regulatory requirements for share transfers, foreign investment restrictions, and mandatory involvement of Indonesian notaries in certain aspects of the transaction.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including complete legal names and addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, share class, and percentage of ownership being transferred

5. Purchase Price: Agreed purchase price, payment terms, and payment mechanism

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Completion: Timing, location, and mechanics of completion, including required actions and deliverables

8. Seller's Warranties: Warranties regarding the seller's capacity, share ownership, and target company

9. Buyer's Warranties: Warranties regarding the buyer's capacity and ability to complete the transaction

10. Pre-Completion Obligations: Obligations of parties between signing and completion

11. Tax Matters: Allocation of tax liabilities and tax-related obligations

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Price Adjustment: Mechanisms for post-completion price adjustments based on accounts or performance metrics. Include when deal involves contingent pricing

2. Non-Competition: Restrictions on seller's competing activities. Include when protecting business value is crucial

3. Foreign Investment Compliance: Specific provisions for foreign investment requirements. Include when buyer is foreign entity

4. Management Transition: Provisions for management changes. Include when key management changes are part of transaction

5. Break Fee: Compensation if transaction fails. Include in high-value or complex transactions

6. Employee Matters: Provisions regarding employees post-completion. Include when employment changes are significant

7. Intellectual Property: Special provisions for IP rights. Include when IP is material to business value

8. Related Party Contracts: Treatment of related party arrangements. Include when significant related party dealings exist

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital structure, and material contracts

2. Conditions Precedent: Detailed list of all conditions precedent

3. Warranties: Detailed seller's warranties about the business and shares

4. Completion Obligations: Detailed list of completion deliverables and actions

5. Properties: Details of real estate owned or leased by target company

6. Intellectual Property: List of IP rights owned or licensed by target company

7. Employee Information: Key employee details and benefits

8. Material Contracts: List and summary of material contracts

9. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals

10. Completion Statement Format: Agreed format for completion accounts if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses



































Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Consumer Goods

Healthcare

Energy

Mining

Agriculture

Retail

Telecommunications

Transportation

Education

Professional Services

Media and Entertainment

Construction

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Business Development

Strategy

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Finance Director

Investment Manager

Merger & Acquisition Director

Business Development Manager

Commercial Director

Risk Manager

Compliance Officer

Board Director

Managing Director

Investment Banker

Financial Controller

Tax Manager

Company Secretary

Corporate Development Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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