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Term Sheet For Acquisition Of Shares
"I need a Term Sheet for Acquisition of Shares for purchasing 75% stake in an Indian IT services company, with completion targeted for March 2025 and including standard representations and warranties for the technology sector."
1. Parties: Details of the buyer(s), seller(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 acquisition structure and mechanics
5. Purchase Price: Proposed consideration, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Key conditions that must be satisfied before closing
7. Timeline: Expected schedule for due diligence, documentation, and closing
8. Exclusivity: Period during which sellers cannot negotiate with other potential buyers
9. Confidentiality: Obligations regarding transaction information and company data
10. Costs: Allocation of transaction expenses between parties
11. Governing Law: Applicable law and jurisdiction for dispute resolution
12. Binding Effect: Specifying which provisions are legally binding and non-binding
1. Management and Employment: Include when key management retention or employment terms are crucial to the deal
2. Post-Closing Covenants: Add when specific post-closing obligations need to be outlined
3. Earn-out Provisions: Include when part of purchase price is contingent on future performance
4. Break Fee: Add when parties want to specify compensation for transaction termination
5. Regulatory Approvals: Include for regulated industries or transactions requiring specific approvals
6. Foreign Investment Provisions: Add when foreign investors are involved requiring FEMA compliance
7. Shareholder Rights: Include when minority shareholders' rights need to be addressed
8. Anti-dilution Protection: Add when protecting against future share dilution is important
9. Tag-Along/Drag-Along Rights: Include when future exit rights need to be addressed
1. Capital Structure: Current and post-closing shareholding pattern
2. Purchase Price Calculation: Detailed breakdown of consideration and adjustment mechanisms
3. Key Assets: List of material assets included in the transaction
4. Material Contracts: Summary of key contracts requiring attention/consent
5. Conditions Precedent Checklist: Detailed list of conditions to be satisfied
6. Transaction Timeline: Detailed schedule of key dates and milestones
7. Due Diligence Requirements: Scope and requirements for due diligence process
Authors
Business Day
Board
Closing
Closing Date
Conditions Precedent
Confidential Information
Consideration
Due Diligence
Earn-out
Encumbrance
Exclusivity Period
FEMA
Governmental Authority
Intellectual Property Rights
Long Stop Date
Material Adverse Effect
Purchase Price
Sale Shares
SEBI
Seller's Warranties
Share Capital
Shareholders' Agreement
Stock Exchange
Target Company
Target Group
Transaction
Transaction Documents
Transfer
Valuation Date
Working Capital
Business
Completion
Definitive Agreements
Disclosed Information
Employee
Financial Statements
Key Management Personnel
Material Contracts
Permitted Encumbrances
Related Party
Regulatory Approvals
Representations and Warranties
Subscription Amount
Tag-Along Rights
Drag-Along Rights
Transaction Structure
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Representations and Warranties
Covenants
Exclusivity
Confidentiality
Break Fee
Costs and Expenses
Regulatory Approvals
Employee Matters
Non-Compete
Non-Solicitation
Governing Law
Dispute Resolution
Binding Effect
Termination
Timeline
Share Transfer Restrictions
Board Composition
Management Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Pre-emptive Rights
Exit Rights
Notices
Amendment
Assignment
Force Majeure
Indemnification
Stamp Duty
Information Technology
Manufacturing
Healthcare
Financial Services
Real Estate
Retail
E-commerce
Telecommunications
Pharmaceuticals
Energy
Infrastructure
Media and Entertainment
Education
Agriculture
Automotive
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Compliance
Corporate Secretarial
Business Development
Investment
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Development Manager
Investment Banker
Legal Counsel
Company Secretary
M&A Director
Business Development Manager
Strategy Director
Financial Controller
Corporate Finance Manager
Board Director
Investment Director
General Counsel
Compliance Officer
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