Term Sheet Share Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Term Sheet Share Purchase Agreement is a crucial preliminary document in Australian corporate transactions, typically used in the early stages of share acquisition negotiations. It functions as a foundation document that captures the parties' key commercial agreements and sets the framework for due diligence and detailed documentation. This document is particularly important in Australian business practice as it helps ensure compliance with regulatory requirements, including those under the Corporations Act 2001 and, where applicable, Foreign Investment Review Board (FIRB) considerations. While most provisions are non-binding, it typically includes binding confidentiality and exclusivity provisions. The Term Sheet Share Purchase Agreement is essential for complex transactions where parties need to agree on fundamental terms before committing resources to detailed due diligence and final documentation.
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, 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

Optional Sections

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

Suggested Schedules

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

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
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Mining and Resources

Real Estate

Professional Services

Agriculture

Energy

Telecommunications

Infrastructure

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Company Secretariat

Business Development

Due Diligence

Corporate Finance

Risk & Compliance

Relevant Roles

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

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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