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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."
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
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
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
Business Day
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Due Diligence
Effective Date
Encumbrance
Enterprise Value
Equity Value
Final Purchase Price
Financial Statements
GmbH
Governmental Authority
Group
Initial Purchase Price
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Agreements
Net Debt
Parties
Permitted Encumbrances
Purchase Price
Purchase Price Adjustment
Purchaser
Reference Date
Seller
Shares
Signing Date
Subsidiary
Target Company
Tax
Transaction
Transfer
Warranties
Working Capital
Working Capital Adjustment
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Warranties and Representations
Covenants
Pre-Closing Obligations
Post-Closing Obligations
Confidentiality
Exclusivity
Break Fee
Non-Competition
Non-Solicitation
Management Arrangements
Employee Matters
Tax Matters
Regulatory Approvals
Third Party Consents
Interim Period Obligations
Material Adverse Change
Price Adjustment
Completion Mechanics
Governing Law
Jurisdiction
Binding Effect
Transaction Timeline
Costs and Expenses
Assignment
Notices
Amendment
Termination Rights
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Energy
Telecommunications
Retail
Professional Services
Industrial
Consumer Goods
Media and Entertainment
Automotive
Life Sciences
Infrastructure
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Risk Management
Compliance
Tax
Treasury
Corporate Secretary Office
Business Development
Due Diligence
Integration
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
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