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Stock Purchase And Sale Agreement
"I need a Stock Purchase and Sale Agreement under Indonesian law for the acquisition of 60% shareholding in a private technology company by a Singapore-based investor, with completion planned for March 2025, including foreign investment provisions and technology transfer clauses."
1. Parties: Identification of the seller(s) and buyer(s), including complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being sold and the purpose of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, 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 the transaction can close
7. Closing: Closing mechanics, timing, and deliverables
8. Seller's Warranties: Representations and warranties from the seller regarding the shares, company, and authority to sell
9. Buyer's Warranties: Representations and warranties from the buyer regarding authority and capacity to purchase
10. Covenants: Pre-closing and post-closing obligations of the parties
11. Tax Matters: Allocation of responsibility for taxes arising from the transaction
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate provisions including amendments, waiver, and severability
1. Escrow Arrangements: Required when purchase price is held in escrow or for security of warranties
2. Non-Competition: Include when seller needs to be restricted from competing with the company post-sale
3. Management Transition: Necessary when seller has been involved in company management and transition period is required
4. Foreign Investment Provisions: Required when buyer is a foreign entity, addressing compliance with Indonesian foreign investment laws
5. Related Party Transactions: Include when dealing with affiliated parties requiring special disclosure or approval
6. Earn-out Provisions: Include when part of purchase price is contingent on future performance
7. Employee Matters: Required when transaction affects key employees or management
1. Share Details: Detailed description of shares being transferred including share certificates numbers and shareholding history
2. Company Information: Key corporate information including licenses, permits, and corporate structure
3. Disclosed Matters: Exceptions to warranties and specific disclosures
4. Required Consents: List of third-party and regulatory approvals required
5. Encumbrances: Details of any existing encumbrances on the shares
6. Corporate Documents: List of corporate documents to be delivered at closing
7. Form of Transfer Instruments: Template forms for share transfer documentation required under Indonesian law
8. Calculation of Purchase Price: Detailed breakdown of purchase price calculation if complex mechanisms are involved
Authors
Financial Services
Manufacturing
Technology
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Professional Services
Construction
Consumer Goods
Legal
Corporate Finance
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Business Development
Investment Relations
Board of Directors
Due Diligence
Treasury
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Banker
Company Secretary
Corporate Finance Manager
Compliance Officer
Due Diligence Officer
Mergers & Acquisitions Director
Business Development Manager
Risk Manager
Board Director
Financial Controller
Investment Relations Manager
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