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Term Sheet Share Purchase Agreement
"I need a Term Sheet Share Purchase Agreement for the acquisition of a mid-sized Australian technology company, where the foreign buyer requires FIRB approval and completion is expected by March 2025, with 20% of the purchase price held in escrow for 12 months."
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, including number and class of shares being sold
5. Purchase Price: Amount, currency, and payment structure for the shares
6. Payment Terms: Timing and method of payment, including any earnout or adjustment mechanisms
7. Conditions Precedent: Key conditions that must be satisfied before completion
8. Due Diligence: Scope, timeline, and process for due diligence investigation
9. Timing: Key dates including signing, satisfaction of conditions, and completion
10. Exclusivity: Period and terms of exclusive negotiations
11. Confidentiality: Basic confidentiality obligations regarding the transaction
12. Costs: Allocation of transaction costs between parties
13. Binding Effect: Specification of which terms are binding and non-binding
14. Governing Law: Jurisdiction and governing law for the term sheet
1. Management and Employment: Include when there are key management retention or employment terms to be agreed
2. Regulatory Approvals: Include when FIRB, ACCC or other regulatory approvals are required
3. Warranties and Indemnities: Include high-level description when specific warranties are crucial to the transaction
4. Post-Completion Obligations: Include when specific post-completion conduct or restrictions are material
5. Break Fee: Include when parties agree to break fee arrangements
6. Escrow Arrangements: Include when part of the purchase price will be held in escrow
7. Non-Compete Provisions: Include when restrictions on seller's future activities are required
8. Intellectual Property: Include when IP transfers or licenses are material to the transaction
1. Corporate Structure Chart: Diagram showing current and post-completion ownership structure
2. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
3. Key Commercial Terms Summary: Summary table of principal commercial terms
4. Conditions Precedent Checklist: Detailed list of all conditions and responsible parties
5. Transaction Timetable: Detailed schedule of key dates and milestones
6. Due Diligence Requirements: List of required due diligence items and documentation
Authors
ASIC
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Room
Due Diligence Period
Encumbrance
Exclusivity Period
FIRB
FIRB Approval
Governmental Authority
GST
Long Stop Date
Material Adverse Change
Purchase Price
Purchase Shares
Related Body Corporate
Representatives
Sale Shares
Security Interest
Seller's Group
Seller's Warranties
Share Capital
Shareholders
Target Company
Target Group
Transaction
Transaction Documents
Working Capital
Background
Definitions
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Due Diligence
Exclusivity
Confidentiality
Warranties
Regulatory Approvals
Timing and Timetable
Break Fee
Costs
Non-Compete
Governing Law
Binding Effect
Management Arrangements
Escrow
Notices
Assignment
Termination
Dispute Resolution
Financial Services
Technology
Manufacturing
Retail
Healthcare
Mining and Resources
Real Estate
Professional Services
Agriculture
Energy
Telecommunications
Infrastructure
Education
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Company Secretariat
Business Development
Due Diligence
Corporate Finance
Risk & Compliance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Banker
Transaction Manager
Due Diligence Manager
Company Secretary
Financial Controller
Business Development Director
Corporate Development Manager
Legal Counsel
Finance Director
Managing Director
Board Director
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