The Business Purchase Term Sheet is a crucial preliminary document used in the early stages of business acquisition negotiations in Canada. It is typically prepared after initial discussions between parties but before detailed due diligence and definitive agreements. This document serves multiple purposes: it memorializes the key business terms agreed upon in principle, provides a framework for further negotiations, and guides the preparation of detailed transaction documents. While mostly non-binding, it demonstrates serious intent and commitment from both parties. The term sheet must comply with Canadian federal and provincial regulations, including requirements under the Competition Act, Investment Canada Act, and relevant corporate laws. It typically includes essential terms such as purchase price, payment structure, key conditions, timing, and any special considerations specific to the transaction.
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1. Parties: Identification of buyer, seller, and target business entities with full legal names
2. Transaction Overview: Brief description of the proposed transaction structure and type (asset vs. share purchase)
3. Purchase Price: Proposed purchase price, including form of consideration (cash, shares, etc.) and payment terms
4. Key Assets/Shares: Description of the business assets or shares being acquired
5. Timing: Proposed timeline for due diligence, definitive agreements, and closing
6. Due Diligence: Scope and process of due diligence investigation
7. Key Conditions Precedent: Essential conditions that must be met before closing
8. Confidentiality: Terms regarding confidentiality of negotiations and information exchange
9. Exclusivity: Period during which seller cannot negotiate with other potential buyers
10. Costs: Allocation of transaction costs between parties
11. Binding Nature: Specification of which terms are binding and non-binding
1. Purchase Price Adjustments: Mechanisms for adjusting purchase price based on working capital, earn-outs, etc. - include when price is subject to post-closing adjustments
2. Employee Matters: Key terms regarding employee retention, benefits, and transition - include when significant workforce is involved
3. Key Contracts: Treatment of material contracts and required consents - include when specific contracts are crucial to the transaction
4. Intellectual Property: Special provisions for IP transfer or licensing - include when IP is a significant asset
5. Real Estate: Terms regarding treatment of owned or leased properties - include when real estate is material to the transaction
6. Environmental Matters: Special provisions for environmental liabilities - include for businesses with environmental exposure
7. Regulatory Approvals: Required governmental or regulatory approvals - include when specific approvals are needed
8. Non-Competition: Proposed non-compete terms for sellers - include when seller's future competition is a concern
9. Management Arrangements: Terms for retention of key management - include when management continuity is important
10. Financing Contingency: Terms regarding buyer's financing requirements - include when purchase is subject to financing
1. Purchase Price Calculation: High-level outline of purchase price components and calculations
2. Key Assets Schedule: Preliminary list of material assets included in the transaction
3. Excluded Assets/Liabilities: Preliminary list of assets or liabilities explicitly excluded from the transaction
4. Key Employees: List of essential employees or management team members
5. Required Consents: Preliminary list of material third-party or regulatory consents required
Relevant legal definitions
Purchaser
Seller
Target Business
Target Company
Purchase Price
Closing
Closing Date
Definitive Agreements
Due Diligence Period
Exclusivity Period
Confidential Information
Business Day
Material Adverse Change
Working Capital
Permitted Encumbrances
Transaction
Effective Date
Consideration
Key Employees
Material Contracts
Intellectual Property Rights
Earn-out Period
Net Working Capital
Purchase Price Adjustment
Closing Conditions
Binding Provisions
Non-Binding Provisions
Break Fee
Deposit
Seller
Target Business
Target Company
Purchase Price
Closing
Closing Date
Definitive Agreements
Due Diligence Period
Exclusivity Period
Confidential Information
Business Day
Material Adverse Change
Working Capital
Permitted Encumbrances
Transaction
Effective Date
Consideration
Key Employees
Material Contracts
Intellectual Property Rights
Earn-out Period
Net Working Capital
Purchase Price Adjustment
Closing Conditions
Binding Provisions
Non-Binding Provisions
Break Fee
Deposit
Clauses
Transaction Structure
Purchase Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Conditions Precedent
Timing
Purchase Price Adjustments
Representations and Warranties
Employee Matters
Non-Competition
Non-Solicitation
Intellectual Property
Real Estate
Material Contracts
Regulatory Approvals
Environmental Matters
Tax Matters
Financing
Break Fee
Costs and Expenses
Governing Law
Dispute Resolution
Binding Effect
Access and Information
Management Retention
Asset Transfer
Liability Assignment
Termination Rights
Purchase Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Conditions Precedent
Timing
Purchase Price Adjustments
Representations and Warranties
Employee Matters
Non-Competition
Non-Solicitation
Intellectual Property
Real Estate
Material Contracts
Regulatory Approvals
Environmental Matters
Tax Matters
Financing
Break Fee
Costs and Expenses
Governing Law
Dispute Resolution
Binding Effect
Access and Information
Management Retention
Asset Transfer
Liability Assignment
Termination Rights
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Construction
Hospitality
Transportation and Logistics
Energy
Agriculture
Mining
Telecommunications
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Business Development
Strategy
Tax
Compliance
Due Diligence
Corporate Secretariat
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Development Director
Mergers & Acquisitions Director
Business Development Manager
Corporate Lawyer
Investment Banker
Financial Controller
Due Diligence Manager
Corporate Secretary
Managing Director
Partner (Law Firm)
Business Unit Director
Strategy Director
Integration Manager
Transaction Advisory Manager
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