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Buyout Term Sheet
"I need a Buyout Term Sheet for acquiring a Dubai-based technology company, with specific consideration for UAE foreign ownership restrictions and involvement of free zone authorities, targeting completion by March 2025."
1. Parties: Identification of the buyer, seller, and target company, including their registered details and jurisdiction
2. Background: Brief description of the transaction context and the target business
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Outline of the proposed transaction structure, including type of acquisition (shares/assets)
5. Purchase Price: Details of the consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timeline and mechanics for payment, including any escrow arrangements
7. Conditions Precedent: Key conditions that must be satisfied before closing
8. Due Diligence: Scope and process for due diligence investigation
9. Regulatory Approvals: Required governmental and regulatory approvals, including UAE-specific requirements
10. Exclusivity: Terms of exclusive negotiation period
11. Confidentiality: Confidentiality obligations of the parties
12. Timeline: Expected timeline for key transaction milestones
13. Governing Law and Jurisdiction: Specification of UAE law and relevant jurisdiction for disputes
1. Management and Employment: Terms relating to key management retention and employment arrangements, used when management continuity is crucial
2. Earn-out Provisions: Structure of any earn-out payments, included when part of purchase price is contingent on future performance
3. Foreign Ownership Provisions: Specific provisions addressing UAE foreign ownership requirements, included for foreign buyers
4. Break Fee: Terms of any break fee payable if the transaction doesn't proceed, included for larger transactions
5. Post-Closing Covenants: Key post-closing obligations, included when specific post-closing arrangements are important
6. Shareholder Rights: Specific rights of minority shareholders if relevant, included in partial acquisitions
7. Free Zone Considerations: Specific provisions for UAE free zone companies, included if target is in a free zone
1. Corporate Structure: Current and proposed corporate structure diagrams
2. Purchase Price Calculation: Detailed breakdown of purchase price calculation methodology
3. Key Assets: List of material assets included in the transaction
4. Required Consents: List of third-party and regulatory consents required
5. Transaction Timeline: Detailed timeline with key dates and milestones
6. Due Diligence Checklist: Preliminary list of due diligence requirements
7. Key Contracts: List of material contracts requiring review or assignment
Authors
Agreement
Business Day
Buyer
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Due Diligence
Effective Date
Encumbrance
Escrow Account
Exclusivity Period
Final Purchase Price
Financial Statements
Free Zone Authority
Governmental Authority
Initial Purchase Price
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Purchase Price
Regulatory Approvals
Sale Shares
Seller
Signing Date
Target Company
Target Group
Transaction
Transaction Documents
UAE Central Bank
UAE Commercial Register
Working Capital
Definitions
Transaction Structure
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Regulatory Compliance
Foreign Ownership
Exclusivity
Confidentiality
Warranties and Representations
Break Fee
Closing Mechanics
Post-Closing Obligations
Non-Competition
Employee Matters
Intellectual Property
Governing Law
Dispute Resolution
Notices
Assignment
Third Party Rights
Costs
Termination
Force Majeure
Entire Agreement
Amendment
Severability
Manufacturing
Technology
Real Estate
Retail
Healthcare
Financial Services
Energy
Construction
Hospitality
Transportation
Media and Entertainment
Professional Services
Education
E-commerce
Legal
Finance
Corporate Development
Strategy
Mergers & Acquisitions
Compliance
Due Diligence
Business Development
Executive Leadership
Risk Management
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Development Manager
Investment Director
Legal Counsel
M&A Director
Business Development Director
Strategy Director
Finance Manager
Corporate Secretary
Compliance Officer
Due Diligence Manager
Transaction Advisory Manager
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