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1. Parties: Identification of the company receiving funding and the investor(s)
2. Background: Brief context of the company, purpose of the investment, and current capitalization
3. Definitions: Key terms used throughout the term sheet
4. Investment Terms: Amount of investment, type of securities, price per share, and pre-money valuation
5. Company Capitalization: Pre and post-money cap table, showing ownership structure
6. Investor Rights: Basic rights attached to the investment including voting, anti-dilution, and information rights
7. Board Composition: Structure and composition of the board post-investment
8. Transfer Restrictions: Limitations on transfer of shares and right of first refusal
9. Closing Conditions: Key conditions that must be met before the investment is completed
10. Timeline: Expected dates for due diligence, documentation, and closing
11. Confidentiality: Confidentiality obligations regarding the term sheet and negotiations
12. Binding Terms: Specification of which terms are binding and non-binding
1. Liquidation Preference: Terms defining investor priority in liquidation events - used for preferred share investments
2. Conversion Rights: Terms for converting preferred shares to common shares - included for convertible preferred stock investments
3. Anti-dilution Protection: Detailed provisions protecting against dilution - used in more sophisticated investment rounds
4. Participation Rights: Terms for participation in future funding rounds - included for larger or lead investors
5. Tag-Along Rights: Co-sale rights for investors - typically included for minority investor protection
6. Drag-Along Rights: Forced sale provisions - included when majority stakeholders want exit flexibility
7. Dividend Rights: Terms for dividend payments - included if relevant to investment structure
8. Registration Rights: Rights related to future public offerings - included for later-stage investments
9. Employee Stock Option Pool: Terms for employee equity incentives - included if ESOP is part of the deal
10. Key Person Provisions: Terms related to key employee retention - included for founder-dependent businesses
1. Cap Table: Detailed breakdown of current and post-investment shareholding structure
2. Key Financial Terms Summary: Summary table of main financial terms and calculations
3. Use of Proceeds: Breakdown of how investment funds will be used
4. Key Milestones: Timeline of expected business and investment milestones
5. Due Diligence Checklist: List of required due diligence items
6. Corporate Information: Summary of key corporate and legal information
Investors
Lead Investor
Investment Amount
Pre-Money Valuation
Post-Money Valuation
Geschäftsanteile (Business Shares)
Gesellschaftsvertrag (Articles of Association)
Preferred Shares
Common Shares
Subscription Price
Closing
Closing Date
Due Diligence Period
Material Adverse Change
Liquidation Event
Exit Event
Qualified IPO
Trade Sale
Board of Directors
Geschäftsführer (Managing Directors)
Aufsichtsrat (Supervisory Board)
Reserved Matters
Drag-Along Rights
Tag-Along Rights
Anti-Dilution Protection
Pre-emptive Rights
Information Rights
Existing Shareholders
Founders
Key Employees
ESOP
Option Pool
Fully-Diluted Share Capital
Binding Provisions
Confidential Information
Permitted Transfers
Restricted Transfers
Qualifying Round
Representations and Warranties
Transaction Documents
Long Stop Date
Share Capital
Valuation
Subscription Rights
Payment Terms
Voting Rights
Board Representation
Information Rights
Pre-emptive Rights
Anti-dilution Protection
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Liquidation Preference
Dividend Rights
Employee Stock Option Pool
Reserved Matters
Representations and Warranties
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Costs and Expenses
Governing Law
Binding Effect
Non-Compete
Registration Rights
Right of First Refusal
Lock-up Period
Closing Conditions
Technology
Healthcare
Biotechnology
Financial Services
E-commerce
Manufacturing
Clean Energy
Software
Real Estate
Consumer Goods
Media and Entertainment
Telecommunications
Educational Technology
Industrial Technology
Digital Infrastructure
Legal
Finance
Corporate Development
Investment
Strategy
Executive Leadership
Business Development
Compliance
Due Diligence
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Investment Manager
Legal Counsel
Corporate Development Director
Venture Capital Partner
Private Equity Director
Investment Banker
Corporate Attorney
Finance Director
Business Development Manager
Strategy Director
Board Member
Company Secretary
Financial Controller
Investment Analyst
Due Diligence Manager
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