Contoh Perjanjian Jual Beli Saham Besyarat

CONDITIONAL SALE AND PURCHASE OF SHARES AGREEMENT

This Conditional Sale and Purchase of Shares Agreement (the “Agreement”) is entered into as of [_______]

BY AND BETWEEN:

1.      [PT________], a limited liability company duly established and validly existing under the laws of Republic of Indonesia, having its principle office at [_______], in this matter is represented by [_______], acting in his capacity as the president director of  [PT_______] (hereinafter is referred to as the “Seller”);

2.      [PT________], a limited liability company duly established and validly existing under the laws of Republic of Indonesia, having its principle office at [_______], in this matter is represented by [_______], acting in his capacity as the president director of  [PT_______] (hereinafter is referred to as the “Purchaser”).

The Seller and the Purchaser are collectively referred to as the “Parties”, and each one of them as a “Party”.

WITNESSETH:

A.     WHEREAS, the Seller is the registered holder and owner of [_____] shares representing [__% (____percent)] (hereinafter is referred to as the “Shares”) of the total issued and paid up capital of PT _____, a limited liability company duly established and existing under the laws of Republic of Indonesia, having its registered office at [_______], Indonesia (hereinafter is referred to as the “Company”).

B.      WHEREAS, the Seller has agreed to sell, transfer and assign to the Purchaser, and the Purchaser has agreed to purchase and accept the transfer from the Seller the Shares on the terms and subject to the conditions set forth in this Agreement (hereinafter is referred to as the “Transaction”).

NOW THEREFORE, in consideration of the mutual covenants and premises, the Parties hereto agree to enter into this Agreement to document their agreements as stipulated in the above recital pursuant to the following terms and conditions:

1.          DEFINITIONS AND INTERPRETATION

1.1.      Definitions.  As used in this Agreement, the following defined terms have the meanings indicated below:

“Company Law” means Law of the Republic of Indonesia Number 40 of 2007 on Limited Liability Company, including its amendment from time to time;

“Agreement” means this Conditional Sale and Purchase of Shares Agreement, as amended from time to time;

“Announcement” has the meaning as ascribed to it in Clause ___;

“BANI Rules” has the meaning as ascribed to it in Clause  ____;

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in Jakarta are authorised or obligated to close and doing clearing;

“Claims” shall mean any claims (whether in contract or otherwise) in respect to a misrepresentation by a Party or a breach by a Party of any warranty, covenant, agreement or other provision of this Agreement;

“Closing” shall have the meaning provided in Clause ___;

“Closing Date” shall mean the date on which Closing occurs as provided in Clause ___;

“Company” has the meaning ascribed to it in the recitals to this Agreement;

“Deed of Shares Transfer” means the deed of transfer in relation to the Shares in a notarial form as agreed by the Parties;

“Deposit Amount” has the meaning as ascribed to it in Clause ___;

“Disputes” has the meaning as ascribed to it in Clause ___;

“Effective Date” means the date first above written on which the signing of this Agreement takes place;

“Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, regulatory body, official or other instrumentality of the Republic of Indonesia, or any other country or any other state, county, city or other political subdivision;

“Law” means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the Republic of Indonesia;

“Long Stop Date” shall mean _____ or other date as may be agreed by the Parties;

“Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or Governmental or Regulatory Authority;

“Purchase Price” has the meaning ascribed to it in Clause ____;

“Purchaser” has the meaning ascribed to it in the recitals to this Agreement;

“Seller” has the meaning ascribed to it in the recitals to this Agreement;

“Seller’s Bank Account” means a Rupiah denominated bank account No. [____] under the name of [_____] established with [_____];

“Shares” has the meaning ascribed to it in the recitals to this Agreement;

“Transaction” has the meaning ascribed to it in the recitals to this Agreement;

1.2.      Interpretation:  Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Clause” refer to the specified Clause of this Agreement, (e) the phrases “ordinary course of business” and “ordinary course of business consistent with past practice” refer to the business and practice of the Company, (f) the phrases “include”, “including” and “includes” shall be construed as if they are followed by the phrase “without limitation”.  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. 

2.          SALE AND PURCHASE OF SHARES

2.1.      Sale and purchase:  Subject to the terms and conditions of this Agreement, the Seller agrees to sell the Shares to the Purchaser, and the Purchaser agrees to purchase the Shares from the Seller subject to the conditions as stipulated in this Agreement. The above transaction shall be done at the Closing on the terms and subject to the conditions set forth in this Agreement.

Table (a) – Shareholding Composition in the Company before the Closing:

Name	Number of Shares	Percentage
Total		100%

2.2.      Following the Closing, the shareholding composition in the Company will become as set out in table (b) below.

Table (b) – Shareholding Composition in the Company after the Closing:

Name	Number of Shares	Percentage
Total		100%

3.           DEPOSIT AMOUNT AND PURCHASE PRICE

a.       The price payable by the Purchaser to the Seller for the sale, transfer and assignment of the Shares (and all rights and title to and interest in the Shares) shall be Rp_______ (________Rupiah) (hereinafter is referred to as the “Purchase Price”) plus any amount of the working capital remaining in the Company (the “Working Capital”). The Purchase Price and the Working Capital are paid with the following milestones:

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