Term Sheet For Share Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
A Term Sheet For Share Purchase Agreement is a crucial preliminary document used in corporate acquisitions and investments in the Philippines. It is typically prepared after initial negotiations but before detailed due diligence and final documentation, serving to memorialize the key commercial terms agreed between parties. The document outlines fundamental aspects such as purchase price, payment structure, conditions precedent, and timing, while considering Philippine regulatory requirements including foreign ownership restrictions, securities regulations, and competition laws where applicable. While generally non-binding (except for specific provisions), it provides the framework for drafting the definitive agreement and guides the due diligence process. This document is particularly important in the Philippine context where corporate transactions must navigate specific regulatory requirements under the Corporation Code and Securities Regulation Code.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Telecommunications

Professional Services

Agriculture

Mining

Construction

Education

Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Tax

Strategy

Executive Leadership

Board of Directors

Corporate Secretariat

Investment

Due Diligence

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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