Term Sheet For Share Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Term Sheet For Share Purchase Agreement

"I need a Term Sheet For Share Purchase Agreement for the acquisition of a UAE-based technology company, where our Singapore company is purchasing 75% shareholding, with completion targeted for March 2025; the document must include specific provisions for technology asset transfer and key employee retention."

Document background
The Term Sheet For Share Purchase Agreement is a crucial preliminary document used in UAE corporate transactions to establish the framework for share acquisitions. It is typically prepared during the initial stages of negotiations when parties have reached a preliminary understanding on key commercial terms but before conducting detailed due diligence or drafting the final agreement. This document, while predominantly non-binding, sets out essential elements such as purchase price, payment terms, conditions precedent, and timeline, tailored to comply with UAE commercial law requirements. It serves multiple purposes: documenting preliminary agreements, guiding further negotiations, and providing a roadmap for legal counsel to draft the definitive Share Purchase Agreement. The document is particularly important in the UAE context where clear documentation of commercial intentions helps navigate the jurisdiction's specific regulatory requirements and business practices.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and the target company

2. Background: Brief description of the transaction context and purpose

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed share purchase, including number and class of shares

5. Purchase Price: Proposed consideration and payment structure, including any adjustments

6. Payment Terms: Timing and method of payment, including any installments or escrow arrangements

7. Conditions Precedent: Key conditions that must be satisfied before completion

8. Due Diligence: Scope and timeline for due diligence process

9. Timing: Expected timeline for signing definitive agreements and completion

10. Exclusivity: Terms of exclusive negotiation period, if applicable

11. Confidentiality: Obligations regarding confidential information

12. Binding Effect: Clarification of which terms are binding and non-binding

13. Governing Law: Specification of UAE law as governing law

14. Costs: Allocation of transaction costs between parties

Optional Sections

1. Management and Employment: Used when there are specific arrangements for key management retention or changes

2. Regulatory Approvals: Required for transactions needing specific regulatory clearances

3. Break Fee: Include when parties agree to compensation if transaction fails under specific circumstances

4. Post-Completion Covenants: Used when specific post-sale obligations need to be highlighted

5. Warranties and Indemnities: High-level outline when parties want to agree key warranty principles upfront

6. Non-Compete: Include when restrictions on seller's future activities are required

7. Shareholder Rights: Required when purchaser is acquiring partial ownership and needs specific rights

8. Financing Arrangements: Include when purchase is subject to financing conditions

Suggested Schedules

1. Corporate Structure: Diagram showing current and post-completion ownership structure

2. Key Terms Summary: Brief summary of main commercial terms in table format

3. Transaction Timeline: Detailed timeline of key milestones and deadlines

4. Material Contracts: List of key contracts requiring consent or assignment

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 Industries

Financial Services

Real Estate

Technology

Healthcare

Manufacturing

Retail

Energy

Transportation

Hospitality

Professional Services

Media and Entertainment

Consumer Goods

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Business Development

Corporate Secretariat

Investment

Compliance

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Investment Director

Legal Director

Finance Director

Business Development Manager

Corporate Secretary

Board Member

Managing Director

Chief Strategy Officer

Investment Manager

Commercial 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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