Shares Purchase_in English
Shares Purchase_in English
This Shares Purchases and Shares Transfer (the “Shares Purchase”) is made on [*], by and
between:
1. Mr. [*], private person, having his address at [*]
(hereinafter referred to as the “Seller”); and
2. [*] LTD., a company organized and existing under the laws of [*], having its registered office at [*].
(hereinafter referred to as the“Buyer”).
The Seller and the Buyer may hereinafter be referred to as the “Parties” or individually as the “Party”.
WHEREAS :
A. The Seller is owner and holder of [*] s hares of PT [*], a limited liability company
established and existing under [*] laws and having its domicile in [*] (the “Company”).
B. The Seller wishes to sell and transfer to the Buyer and the Buyer wishes to buy and
receive the transfer from the Seller, [*] of the Seller’ shares in the Company pursuant to
the terms and conditions set forth in this Shares Purchase.
C. To sell and transfer [*] of the Seller’ shares pursuant to this Shares Purchase, an approval
of the Indonesian Capital Investment Coordinating (“BKPM”) is already obtained as stated
in BKPM’s Letter dated [*], Number [*].
NOW THEREFORE, the Parties hereby agree to enter and sign this Shares Purchase pursuant to the
terms and on conditions as follows :
-------------------------------------------------------- Article 1 ----------------------------------------------------------
---------------------------------------------------- Shares Purchase -------------------------------------------------
Based on the terms and conditions under this Shares Purchase, the Seller hereby sells and transfers
to the Buyer and the Buyer hereby purchases and receives the transfer from the Seller, 5 (five) of
the Seller’ shares of the Company (“Shares”).
-------------------------------------------------------- Article 2 ----------------------------------------------------------
---------------------------------------------- Share Purchase Price -------------------------------------------------
The Seller and the Buyer agree that the Shares Purchase of the Shares hereunder is made and
accepted at the price in the amount as it has been agreed in an agreement separated from this
Shares Purchase (“Shares Purchase Price”). The full amount of such Shares Purchase Price has
been paid by the Buyer to the Seller and received by the Seller from the Buyer on the date of this
Shares Purchase; for which purpose the Parties hereby agree that this Shares Purchase shall also
constitute as the valid and binding receipt thereof.
-------------------------------------------------------- Article 3 ----------------------------------------------------------
--------------------------------------- Transfer of Title and Share Ownership --------------------------------
3.1 The Seller hereby transfers and delivers to the Buyer and the Buyer hereby receives and
accepts from the Seller the ownership and full title of the Shares, including all benefit
related to such Shares.
3.2 Thus, effective as of the date hereof, all profits, losses and risks of such Shares shall be for
the benefit, come and incoming the risk of the Buyer, and that the Seller no longer has any
right and interest whatsoever in such Shares.
-------------------------------------------------------- Article 4 ----------------------------------------------------------
---------------------------------------- Representations and Warranties ----------------------------------------
4.1 The Seller hereby represents and warrants to the Buyer that :
a. The Seller is the registered owner of the Shares and that the Shares are not subject to
any dispute, claim or lawsuit whatsoever and are not encumbered whatsoever to
whomsoever, and that they have never been sold other than to the Buyer hereunder.
b. The Seller is entitled to enter into and sign this Shares Purchase; any and all
necessary approvals have been obtained accordingly.
c. After signing this Shares Purchase, the Seller now and in the future shall have no
right to claim or submit a lawsuit whatsoever and in whatever amount to the
Buyer in connection with the title and ownership of the Shares and or the signing
of this Shares Purchase.
d. In relation to this Shares Purchase, the Buyer shall not now nor in the future face
claims and or lawsuits from any person or any other party. The Seller is fully
liable and hereby releases the Buyer from and against any such claim, lawsuit and
or demand whatsoever and in whatever amount and from whomsoever regarding
the Shares or this Shares Purchase, and that if there may be any, such claim and or
lawsuit shall become the full responsibility of the Seller.
e. This Shares Purchase does not violate any agreement to which the Seller is bound.
4.2 The Seller hereby confirms and binds himself to the Buyer that any and all of such
representations and warranties above are correct and validly bound to the Seller, and that
any documents, approvals or statements whatsoever made and provided by the Seller to
the Buyer hereunder and/or in connection with this Shares Purchase have been truly
made and provided by the Seller to the Buyer.
-------------------------------------------------------- Article 5 ----------------------------------------------------------
------------------------------------------------- Power of Attorney ---------------------------------------------------
5.1 By purchasing and receiving the transfer of the Shares under this Shares Purchase, the
Buyer is fully entitled to the Shares and accordingly he may exercise all the rights
attached to such Shares, including the right regarding the ownership and other things
which are owned by a shareholder pursuant to the Company’s Articles of Association and
the applicable regulations. They are including but not limited to the following :
a. To notify the Company and other parties regarding the transfer of the Shares from the
Seller to the Buyer and ask for the name of the Buyer to be registered in the Company
Shareholders Register.
b. To act for and in the name of the Seller, which name is still registered in the
Shareholders Register to do any and all things, including but not limited to, attending
the shareholders meeting, to vote and ask questions, and to adopt resolutions in a
shareholders meeting of the Company.
c. To receive dividends and sign the receipt thereof; and
d. To do any other necessary things which can be done and or which constitute the
rights of a shareholder.
5.2 To the extent they are still needed, however, the Seller hereby irrevocably authorizes the
Buyer to do and/or take any actions and/or make any things that are required and/or
needed to be done, taken or made in relation to the Shares; and accordingly, if necessary,
for such purposes the Buyer shall be entitled to act for and on behalf and in the name of
the Seller. The proxy granted hereunder is an inseperable part of this Shares Purchase
and is granted with the right of substitution.
-------------------------------------------------------- Article 6 ----------------------------------------------------------
-------------------------------------------------------- Others ------------------------------------------------------------
This Shares Purchase is binding on the Parties and their respective heirs and lawful successors.
Thus this Share Purchase is made and signed by the Parties on the date mentioned above.
SELLER BUYER
Stamp of Rp.6000,-
_________________________ _____________________
[*] [*]