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Shareholder Buy Sell Agreement
"I need a Shareholder Buy Sell Agreement for our family-owned manufacturing company in Jakarta, with specific provisions for succession planning and mandatory purchase obligations upon retirement or death of founding shareholders, to be implemented by March 2025."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, company information, and current shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Transfer Restrictions: General restrictions on transfer of shares and exceptions
5. Right of First Refusal: Process and terms for existing shareholders to purchase shares before third-party sales
6. Mandatory Transfer Events: Circumstances requiring mandatory share transfers (death, disability, retirement, termination)
7. Valuation Mechanism: Methods and procedures for determining share price
8. Payment Terms: Terms and conditions for payment of purchase price
9. Transfer Process: Procedures and documentation requirements for share transfers
10. Representations and Warranties: Standard representations regarding share ownership and authority to sell
11. Confidentiality: Obligations regarding confidential information
12. Dispute Resolution: Procedures for resolving disputes, including choice of forum
13. Governing Law: Specification of Indonesian law as governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Put and Call Options: Optional rights to force purchase or sale of shares
4. Insurance Provisions: Requirements for life/disability insurance to fund purchase obligations
5. Non-Competition: Restrictions on competing business activities post-transfer
6. Family Transfer Provisions: Special rules for transfers to family members
7. Foreign Investment Compliance: Special provisions for compliance with foreign investment restrictions
8. Tax Matters: Specific provisions dealing with tax implications of transfers
1. Schedule 1 - Current Shareholding Structure: Details of current shareholders and their shareholdings
2. Schedule 2 - Share Valuation Formula: Detailed methodology for share valuation
3. Schedule 3 - Transfer Notice Form: Standard form for notifying intent to transfer shares
4. Schedule 4 - Deed of Adherence: Form for new shareholders to become bound by the agreement
5. Schedule 5 - Company Information: Key company details including registration numbers and addresses
6. Appendix A - Board Resolutions: Required board resolutions for implementation
7. Appendix B - Shareholder Resolutions: Required shareholder resolutions for implementation
8. Appendix C - Insurance Policies: Details of any required insurance policies
Authors
Technology
Manufacturing
Real Estate
Financial Services
Retail
Healthcare
Agriculture
Mining
Construction
Transportation
Education
Professional Services
Media and Entertainment
Food and Beverage
Energy
Legal
Corporate Secretariat
Finance
Executive Leadership
Compliance
Risk Management
Corporate Governance
Investor Relations
Business Development
Strategy
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Managing Director
Board Member
Finance Director
Company Director
General Counsel
Legal Manager
Corporate Lawyer
Compliance Officer
Risk Manager
Investment Manager
Business Development Director
Shareholder Relations Manager
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