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Term Sheet Share Purchase Agreement
"I need a Term Sheet Share Purchase Agreement for the acquisition of a UK-based software company, with specific provisions for intellectual property rights and an exclusivity period until March 2025, involving a staged payment structure."
1. Parties: Identification of buyer, seller, and target company
2. Background: Context of the transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the document
4. Transaction Structure: Overview of the proposed share purchase
5. Purchase Price: Consideration and payment terms
6. Conditions Precedent: Key conditions that must be met before completion
7. Timing: Expected timeline for completion
1. Exclusivity: Provisions for exclusive negotiations between the parties, typically used in competitive sale processes
2. Break Fee: Provisions for compensation if the deal fails to complete, commonly included in high-value transactions
3. Management Arrangements: Details of post-completion management structure and arrangements, used when management changes are contemplated
1. Target Company Information: Key details about the target company including corporate information and financial overview
2. Warranties Overview: Summary of key warranties to be included in final Share Purchase Agreement
3. Timetable: Detailed transaction timeline including key milestones and deadlines
4. Due Diligence Requirements: Overview of due diligence scope, process and requirements
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Definitive Agreements
Due Diligence
Encumbrance
Exclusivity Period
Group
Long Stop Date
Material Adverse Change
Purchase Price
Sale Shares
Seller's Warranties
Signing Date
Target Company
Target Group
Transaction
Transfer
Warranties
Working Hours
Business
Board
Intellectual Property Rights
Management Accounts
Material Contracts
Permitted Encumbrance
Related Parties
Relevant Authority
Representatives
Subsidiary
Tax
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Warranties and Representations
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Non-Competition
Non-Solicitation
Governing Law
Dispute Resolution
Assignment
Notices
Break Fee
Costs
Termination Rights
Management Arrangements
Board Composition
Regulatory Approvals
Tax Matters
Employee Matters
Intellectual Property
Material Contracts
Force Majeure
Entire Agreement
Amendments
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