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Term Sheet Share Purchase Agreement
"I need a Term Sheet Share Purchase Agreement under Belgian law for the acquisition of a mid-sized technology company, including specific provisions for intellectual property rights and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of the buyer(s), seller(s) and target company
2. Background: Brief context of the proposed transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the document
4. Transaction Overview: High-level description of the proposed share purchase transaction
5. Purchase Price: Proposed consideration and payment structure
6. Payment Terms: Timing and method of payment, including any deferred consideration
7. Key Conditions Precedent: Essential conditions that must be met before closing
8. Due Diligence: Scope and process for buyer's due diligence investigation
9. Timeline: Key dates and proposed schedule for the transaction
10. Exclusivity: Terms of exclusive negotiation period
11. Confidentiality: Basic confidentiality obligations
12. Costs: Allocation of transaction costs between parties
13. Binding Effect: Clarification of which terms are binding and non-binding
14. Governing Law: Specification of Belgian law as governing law
1. Purchase Price Adjustment: Include when price adjustments based on completion accounts or other metrics are contemplated
2. Earn-out Provisions: Include when part of purchase price is contingent on future performance
3. Management Arrangements: Include when existing management will have ongoing role or specific arrangements
4. Employee Matters: Include when specific employee-related terms need to be addressed
5. Real Estate: Include when target company has significant real estate assets requiring special attention
6. Intellectual Property: Include when IP assets are material to the transaction
7. Competition Law: Include when transaction may require merger control clearance
8. Tax Structure: Include when specific tax structuring is contemplated
9. Break Fee: Include when parties want to specify consequences of termination
1. Corporate Structure: Diagram showing current and post-completion corporate structure
2. Share Capital: Details of target company's share capital and ownership
3. Purchase Price Calculation: Framework for calculating final purchase price
4. Key Terms Sheet: Summary of principal commercial terms in table format
5. Timetable: Detailed transaction timeline with key milestones
6. Material Contracts: List of key contracts requiring attention during due diligence
7. Required Consents: List of third-party and regulatory consents required
Authors
Business Day
Buyer
Closing
Closing Date
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Due Diligence
Earn-out
Effective Date
Encumbrance
Enterprise Value
Equity Value
Exclusivity Period
Final Agreement
Group
Intellectual Property
Long Stop Date
Material Adverse Change
Material Contracts
Net Debt
Parties
Purchase Price
Purchase Price Adjustment
Related Parties
Seller
Share Capital
Shares
Signing Date
Target Company
Target Group
Term Sheet
Transaction
Transaction Documents
Working Capital
Working Capital Adjustment
Recitals
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Warranties and Representations
Confidentiality
Exclusivity
Break Fee
Timeline
Costs and Expenses
Tax
Employee Matters
Competition Law
Intellectual Property
Real Estate
Material Contracts
Corporate Governance
Regulatory Compliance
Information Rights
Management Arrangements
Share Transfer Restrictions
Pre-Completion Covenants
Post-Completion Covenants
Notices
Binding Effect
Governing Law
Dispute Resolution
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Energy
Professional Services
Transportation
Construction
Media & Entertainment
Telecommunications
Agriculture
Mining & Resources
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Treasury
Tax
Compliance
Business Development
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Director
Legal Counsel
Investment Banker
Corporate Lawyer
Finance Director
Business Development Manager
Strategy Director
Transaction Manager
Due Diligence Manager
Corporate Secretary
Financial Controller
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