Term Sheet Share Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Term Sheet Share Purchase Agreement

"I need a Term Sheet Share Purchase Agreement under German law for the acquisition of a medium-sized manufacturing company, where the purchase will be structured as a staged payment with 70% upfront and 30% as an earnout based on 2025 performance metrics."

Document background
The Term Sheet Share Purchase Agreement is a crucial document in German M&A transactions, serving as a preliminary framework that captures the essential commercial and legal terms agreed between parties. It is typically used in the early stages of a transaction, after initial negotiations but before detailed due diligence and final documentation. This document type is particularly important in the German legal context, where it helps establish clear parameters for the transaction while adhering to specific requirements of German corporate and commercial law. The term sheet includes key aspects such as transaction structure, purchase price mechanics, conditions precedent, and fundamental warranties, while leaving room for detailed negotiations in the final Share Purchase Agreement. It is commonly used in both private and public M&A transactions, cross-border deals, and domestic German transactions.
Suggested Sections

1. Parties: Identification of seller(s) and purchaser(s), including full legal names and registration details

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

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Description of shares being sold, purchase price, and basic transaction mechanics

5. Purchase Price: Amount, currency, payment terms, and any price adjustment mechanisms

6. Closing Conditions: Key conditions precedent to closing the transaction

7. Timing: Expected timeline for signing of final SPA, closing, and key interim milestones

8. Due Diligence: Scope and process of due diligence investigation

9. Key Warranties: Outline of fundamental warranties to be included in final SPA

10. Covenants: Key pre-closing and post-closing obligations of the parties

11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

12. Binding Effect: Clear statement of which provisions are legally binding and which are subject to negotiation

Optional Sections

1. Management: Include when deal involves management arrangements or employment agreements

2. Earnout: Include when purchase price includes contingent payments based on future performance

3. Shareholder Rights: Include when purchaser is acquiring partial ownership and minority/majority rights need to be addressed

4. Financing: Include when purchase is subject to external financing arrangements

5. Tax Structure: Include when specific tax structuring is crucial to the transaction

6. Non-Competition: Include when seller restrictions are contemplated

7. Break Fee: Include when parties want to specify termination fees

8. Exclusivity: Include when parties want binding exclusivity provisions during negotiations

Suggested Schedules

1. Corporate Structure: Current and post-closing ownership structure diagrams

2. Purchase Price Calculation: Detailed methodology for price calculations and adjustments

3. Timetable: Detailed transaction timeline with key dates and responsibilities

4. Key Terms Definition: Detailed explanation of complex commercial terms

5. Due Diligence Scope: Outline of due diligence requirements and process

6. Required Approvals: List of regulatory and third-party approvals needed

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
Clauses
Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Real Estate

Energy

Telecommunications

Retail

Professional Services

Industrial

Consumer Goods

Media and Entertainment

Automotive

Life Sciences

Infrastructure

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Risk Management

Compliance

Tax

Treasury

Corporate Secretary Office

Business Development

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of M&A

Corporate Development Director

Investment Banker

Legal Director

Managing Director

Finance Director

Business Development Manager

Transaction Manager

Corporate Strategy Director

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

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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