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Acquisition Term Sheet
"I need an Acquisition Term Sheet for a proposed purchase of a Philippine manufacturing company, where the buyer is a domestic corporation acquiring 100% of the shares, with specific attention to environmental compliance and employee retention provisions."
1. Parties: Identification of the buyer, seller, and target company with complete legal names and jurisdictions
2. Background: Brief context of the proposed transaction and current ownership structure
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Type of acquisition (share purchase, asset purchase, merger) and basic deal structure
5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timing and method of payment, including any deferred consideration or earnout provisions
7. Key Conditions Precedent: Essential conditions that must be met before closing
8. Due Diligence: Scope and timeline for due diligence investigation
9. Exclusivity: Terms and duration of exclusive negotiation period
10. Confidentiality: Binding provisions regarding confidential information
11. Timeline: Key dates and proposed timeline for completion
12. Costs: Allocation of transaction costs between parties
13. Governing Law: Applicable law and jurisdiction for the term sheet and proposed transaction
1. Management and Employment: Used when there are specific arrangements for key management retention or employment terms
2. Regulatory Approvals: Include when transaction requires specific regulatory clearances (e.g., Philippine Competition Commission approval)
3. Foreign Investment Provisions: Required when the buyer includes foreign investors and transaction involves restricted industries
4. Intellectual Property: Include when IP assets are a significant part of the transaction value
5. Real Estate: Used when significant real estate assets are involved
6. Environmental Matters: Include for industries with significant environmental considerations
7. Financing Conditions: Include when purchase is subject to financing arrangements
8. Post-Closing Covenants: Used when specific post-closing obligations need to be highlighted
9. Break Fee: Include when parties agree to break fee provisions
1. Corporate Structure Chart: Visual representation of current and post-transaction corporate structure
2. Asset Schedule: List of key assets included in the transaction (if asset purchase)
3. Price Calculation: Detailed methodology for purchase price calculation and adjustments
4. Key Contracts: List of material contracts requiring consent or special treatment
5. Required Consents: List of third-party and regulatory consents required
6. Transaction Timeline: Detailed timeline with key milestones and deadlines
7. Due Diligence Checklist: Preliminary list of required due diligence items
Authors
Agreement
Business Day
Closing
Closing Date
Confidential Information
Consideration
Definitive Agreements
Due Diligence
Encumbrance
Exclusivity Period
Government Authority
Material Adverse Change
Purchase Price
Purchase Price Adjustment
Purchaser
Sale Shares
Seller
Target Company
Target Group
Transaction
Transfer
Working Capital
PHP
Conditions Precedent
Completion
Long Stop Date
Securities and Exchange Commission
Philippine Competition Commission
Warranties
Business
Intellectual Property Rights
Key Management
Material Contracts
Permitted Encumbrances
Related Party
Signing Date
Term Sheet
Background
Definitions
Transaction Structure
Purchase Price
Payment Terms
Adjustments
Conditions Precedent
Due Diligence
Representations and Warranties
Confidentiality
Exclusivity
Break Fee
Regulatory Approvals
Foreign Investment
Timeline
Costs and Expenses
Tax
Employee Matters
Intellectual Property
Material Contracts
Real Estate
Environmental
Competition Law
Governing Law
Dispute Resolution
Binding Effect
Termination
Notices
Assignment
Amendments
Good Faith
Counterparts
Banking and Financial Services
Real Estate
Manufacturing
Technology
Telecommunications
Retail
Healthcare
Energy
Mining
Transportation and Logistics
Agriculture
Construction
Education
Business Process Outsourcing
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Risk Management
Compliance
Business Development
Investment
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Investment Director
Mergers & Acquisitions Director
Business Development Director
Finance Director
Legal Counsel
Corporate Development Manager
Investment Manager
Due Diligence Manager
Risk Manager
Compliance Officer
Board Member
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