Term Sheet For Acquisition Of Shares Template for India

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Key Requirements PROMPT example:

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."

Document background
The Term Sheet For Acquisition of Shares is a crucial preliminary document used in Indian corporate transactions to establish the framework for share purchase negotiations. It is typically employed during the initial stages of a potential acquisition when parties have reached a preliminary understanding but before conducting detailed due diligence or drafting definitive agreements. The document addresses key commercial terms, valuation principles, deal structure, and preliminary conditions while considering Indian regulatory requirements such as Companies Act provisions, SEBI regulations, FDI norms, and competition law thresholds. While most provisions are non-binding, certain sections like confidentiality and exclusivity carry legal force. The document serves as a roadmap for legal counsel to draft detailed transaction documents and helps avoid misunderstandings during later stages of negotiation.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Information Technology

Manufacturing

Healthcare

Financial Services

Real Estate

Retail

E-commerce

Telecommunications

Pharmaceuticals

Energy

Infrastructure

Media and Entertainment

Education

Agriculture

Automotive

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Corporate Secretarial

Business Development

Investment

Risk Management

Relevant Roles

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

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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