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Term Sheet Share Purchase Agreement
"I need a Term Sheet Share Purchase Agreement under UAE law for acquiring 60% shares in a Dubai-based technology company, with specific provisions for foreign ownership compliance and expected closing by March 2025."
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 structure
6. Payment Terms: Timeline and mechanism for payment
7. Conditions Precedent: Key conditions that must be satisfied before closing
8. Due Diligence: Scope and process of due diligence investigation
9. Closing Mechanics: Process and requirements for completing the transaction
10. Binding Effect: Specifying which provisions are binding and non-binding
11. Confidentiality: Obligations regarding transaction confidentiality
12. Exclusivity: Any exclusive negotiation periods if applicable
13. Governing Law: Specification of UAE law as governing law
14. Timeline: Expected timeline for key transaction milestones
1. Break Fee: Include when parties agree to compensate for transaction termination
2. Management Structure: Include when changes to management are contemplated post-closing
3. Regulatory Approvals: Include for regulated industries or when specific approvals are needed
4. Employee Matters: Include when specific employee arrangements are part of the transaction
5. Warranties and Indemnities: Include brief overview if key warranties are already agreed
6. Post-Closing Covenants: Include when specific post-closing obligations are critical
7. Shareholder Rights: Include when new shareholder arrangements are contemplated
8. Foreign Ownership Compliance: Include for transactions involving foreign investors
1. Corporate Structure Chart: Current and proposed ownership structure diagrams
2. Purchase Price Calculation: Detailed breakdown of consideration calculation
3. Key Terms Dictionary: Detailed definitions of important terms
4. Transaction Timeline: Detailed timeline with key dates and milestones
5. Required Approvals: List of regulatory and corporate approvals needed
6. Key Assets Schedule: List of material assets included in the transaction
7. Due Diligence Checklist: Preliminary list of required due diligence items
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Commercial Companies Law
Competent Authority
Completion
Conditions Precedent
Confidential Information
Consideration
Definitive Agreements
Due Diligence
Effective Date
Encumbrance
Exclusivity Period
Foreign Direct Investment
Government Authority
Group
Long Stop Date
Material Adverse Change
Ministry of Economy
Purchase Price
Purchase Price Adjustment
Purchaser
Related Party
Sale Shares
Securities and Commodities Authority
Seller
Share Capital
Shareholders
Signing Date
Subsidiary
Target Company
Term Sheet
Territory
Transaction
Transaction Documents
UAE
Warranties
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Warranties and Representations
Confidentiality
Exclusivity
Break Fee
Regulatory Compliance
Foreign Ownership
Anti-Money Laundering
Transaction Timeline
Binding Effect
Costs
Governing Law
Dispute Resolution
Notices
Assignment
Third Party Rights
Entire Agreement
Amendments
Severability
Counterparts
Language
Electronic Execution
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Hospitality
Construction
Media and Entertainment
Education
Legal
Finance
Corporate Development
Mergers and Acquisitions
Investment
Strategy
Corporate Secretariat
Compliance
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Director
Investment Manager
Business Development Director
Corporate Secretary
Finance Manager
Legal Counsel
Transaction Manager
Investment Banker
Board Member
Managing Director
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