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Term Sheet For Share Purchase Agreement
"I need a Term Sheet for Share Purchase Agreement for acquiring 100% shares of a Philippine tech startup, with completion targeted for March 2025, including specific provisions for intellectual property protection and employee retention plans."
1. Parties: Identification of the Seller(s), Purchaser(s), and the Target Company
2. Background: Brief context of the proposed transaction and current ownership structure
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed share purchase transaction
5. Purchase Price: Proposed consideration and payment terms
6. Conditions Precedent: Key conditions that must be satisfied before closing
7. Timeline: Proposed schedule for due diligence, documentation, and closing
8. Exclusivity: Terms of exclusive negotiation period
9. Confidentiality: Confidentiality obligations of the parties
10. Costs: Allocation of transaction costs
11. Binding Effect: Clarification of which terms are binding and non-binding
1. Regulatory Approvals: Required when transaction needs specific regulatory clearances (e.g., PCC approval for large transactions)
2. Foreign Investment Provisions: Required when foreign ownership restrictions apply
3. Management Structure: Optional section for discussing post-closing management arrangements
4. Employee Matters: Required when specific employee-related arrangements are crucial to the deal
5. Dividend Rights: Optional section for pre-closing dividend arrangements
6. Break Fee: Optional section for break fee arrangements in larger transactions
7. Governing Law and Jurisdiction: Required when parties want to specify jurisdiction different from default Philippine law
1. Corporate Information Schedule: Details of the Target Company's corporate structure and shareholding
2. Price Calculation Schedule: Detailed breakdown of purchase price calculation methodology
3. Key Terms Schedule: Summary of key terms for the definitive Share Purchase Agreement
4. Conditions Precedent Schedule: Detailed list of all conditions precedent
5. Timeline Schedule: Detailed transaction timeline with key dates and milestones
6. Required Consents Schedule: List of third-party and regulatory consents required
Authors
Business Day
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Definitive Agreements
Due Diligence
Encumbrance
Exclusivity Period
Long Stop Date
Material Adverse Change
Purchase Price
Purchaser
Sale Shares
Seller
Shares
Target Company
Transaction
Transfer
Warranties
Board
Business
Competition Law
Disclosure Letter
Effective Date
Governmental Authority
Independent Accountant
Long Form Agreement
Philippine Competition Commission
SEC
Securities
Signing Date
Subsidiaries
Tag-Along Rights
Working Capital
Recitals
Definitions
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Representations and Warranties
Confidentiality
Exclusivity
Timeline
Regulatory Compliance
Foreign Investment Restrictions
Competition Law Compliance
Tax Matters
Costs and Expenses
Break Fee
Governing Law
Dispute Resolution
Binding Effect
Notices
Assignment
Third Party Rights
Employee Matters
Management Structure
Dividend Rights
Pre-Completion Covenants
Post-Completion Obligations
Further Assurance
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Transportation
Telecommunications
Professional Services
Agriculture
Mining
Construction
Education
Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Strategy
Executive Leadership
Board of Directors
Corporate Secretariat
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Legal Director
Investment Director
Mergers & Acquisitions Director
Business Development Manager
Corporate Finance Manager
Investment Banker
Legal Counsel
Transaction Lawyer
Due Diligence Officer
Compliance Officer
Board Director
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