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A Contract For Shares Of A Company is a crucial document used in Indonesian corporate transactions when transferring ownership of shares between parties. This document is essential for both private and public companies operating under Indonesian jurisdiction, though specific requirements may vary. It is typically used in scenarios including corporate restructuring, investment transactions, exit strategies, or strategic acquisitions. The agreement must comply with Indonesian Company Law and may require approval from relevant regulatory bodies, particularly when involving foreign investment. The document covers critical aspects such as share valuation, payment terms, representations and warranties, conditions precedent, and completion mechanics. It's particularly important in Indonesia's complex regulatory environment, where strict compliance with local corporate and investment laws is essential for valid share transfers.

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

2. Background: Context of the transaction, including brief description of the company whose shares are being transferred and the purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price', etc.

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase

5. Purchase Price: Details of the consideration, payment terms, payment method, and currency

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

7. Completion: Details of when, where and how completion will take place, including specific actions required

8. Seller's Warranties: Representations and warranties given by the seller regarding the shares, company, and authority to sell

9. Buyer's Warranties: Representations and warranties given by the buyer regarding authority and capacity to purchase

10. Confidentiality: Obligations regarding confidential information and announcements

11. Tax Matters: Allocation of responsibility for taxes arising from the transaction

12. Governing Law and Dispute Resolution: Choice of Indonesian law and method of dispute resolution

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability