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Share Swap Agreement
"I need a Share Swap Agreement under Indonesian law for a tech startup exchanging 25% of its shares with a local digital payments company, with completion planned for March 2025; the agreement should include specific provisions for technology IP protection and future fundraising rights."
1. Parties: Identification of the parties entering into the share swap agreement
2. Background: Context of the transaction and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Share Swap Structure: Details of the shares being exchanged, including numbers, classes, and nominal values
5. Consideration: Confirmation that the consideration is the mutual exchange of shares
6. Conditions Precedent: Conditions that must be satisfied before the share swap can complete
7. Completion Mechanics: Step-by-step process for executing the share swap
8. Representations and Warranties: Standard and share-specific warranties about ownership, authority, and share status
9. Regulatory Compliance: Compliance with Indonesian company law and capital markets regulations
10. Tax Provisions: Handling of tax obligations and responsibilities
11. Confidentiality: Protection of confidential information exchanged during the transaction
12. Governing Law and Dispute Resolution: Indonesian law as governing law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. OJK Compliance: Required if either company is publicly listed, detailing compliance with OJK regulations
2. Foreign Investment Provisions: Required if any party is foreign-owned, addressing Indonesian foreign investment requirements
3. Competition Compliance: Required if the swap triggers merger control thresholds
4. Shareholder Approval: Required if shareholder approval is needed under constitutional documents
5. Third Party Consents: Required if any third party approvals are needed for the share transfer
6. Share Transfer Restrictions: Required if there are any existing restrictions on share transfers
7. Post-Completion Covenants: Optional section for any ongoing obligations after the swap completes
1. Share Details: Detailed description of the shares being swapped, including share certificates numbers
2. Corporate Information: Corporate details of both companies including registration numbers and shareholding structure
3. Conditions Precedent: Detailed list of all conditions precedent and required documents
4. Completion Checklist: Step-by-step checklist of actions required for completion
5. Form of Transfer Instruments: Templates of share transfer forms and other required documentation
6. Warranties: Detailed warranties given by each party
7. Regulatory Approvals: List of required regulatory approvals and their status
8. Deed of Adherence: If required by shareholders' agreement or articles of association
Authors
Financial Services
Technology
Manufacturing
Real Estate
Mining
Energy
Infrastructure
Healthcare
Telecommunications
Retail
Agriculture
Transportation
Construction
Legal
Corporate Secretarial
Finance
Compliance
Corporate Development
Mergers & Acquisitions
Business Development
Strategy
Investment
Risk Management
Corporate Finance
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Head of Legal
Corporate Lawyer
Investment Director
Merger & Acquisition Manager
Business Development Director
Finance Director
Company Director
Compliance Officer
Board Member
General Counsel
Senior Legal Counsel
Corporate Finance Manager
Investment Banking Director
Strategy Director
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