The Shareholder Investment Agreement is a crucial document used when new investors are acquiring shares in an Indonesian company, whether through primary issuance or secondary purchase. It serves as the primary contractual framework governing the relationship between shareholders and establishing the terms of investment. This document is particularly important in the Indonesian context due to specific local regulatory requirements, including foreign ownership restrictions in certain sectors, mandatory use of the Indonesian language in contracts, and compliance with OJK (Financial Services Authority) regulations. The agreement typically includes detailed provisions on share subscription, corporate governance, minority shareholder protections, and exit rights, while ensuring alignment with Indonesian Company Law and Investment Law requirements. It's commonly used in various scenarios including venture capital investments, private equity transactions, joint ventures, and strategic corporate investments.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors
2. Background: Context of the investment, current company status, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Investment Terms: Details of the investment amount, share price, and payment terms
5. Subscription and Issuance of Shares: Process and conditions for share issuance, including compliance with Indonesian company law requirements
6. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
7. Completion: Steps to be taken at closing of the investment
8. Representations and Warranties: Statements of fact and assurances from all parties
9. Corporate Governance: Board composition, voting rights, and management structure
10. Shareholder Rights and Obligations: Key rights including voting, dividends, and pre-emptive rights
11. Transfer Restrictions: Limitations on share transfers and required procedures
12. Reserved Matters: Decisions requiring special approval from certain shareholders
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard clauses including notices, amendments, and language requirements
1. Anti-Dilution Protection: Protection for investors against future share issuances at lower valuations
2. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in sale
4. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances
5. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee hiring
6. Intellectual Property Rights: Specific provisions regarding IP ownership and protection
7. Employee Share Option Plan: Framework for employee share ownership programs
8. Foreign Investment Provisions: Special provisions required for foreign investors under Indonesian law
1. Schedule 1 - Company Information: Details of company registration, directors, and existing share capital
2. Schedule 2 - Shareholding Structure: Pre and post-investment shareholding details
3. Schedule 3 - Business Plan: Company's business plan and use of investment proceeds
4. Schedule 4 - Reserved Matters List: Detailed list of matters requiring special shareholder approval
5. Schedule 5 - Completion Requirements: Detailed list of documents and actions required at completion
6. Schedule 6 - Warranties: Detailed warranties given by the company and existing shareholders
7. Schedule 7 - Corporate Governance Rules: Detailed procedures for board and shareholder meetings
8. Appendix A - Share Certificate Form: Template for share certificates
9. Appendix B - Deed of Adherence: Template for new shareholders joining the agreement
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