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Term Sheet For Share Purchase Agreement Template for India

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Key Requirements PROMPT example:

Term Sheet For Share Purchase Agreement

"I need a Term Sheet For Share Purchase Agreement drafted under Indian law for a proposed acquisition of 75% stake in a privately held technology company, with completion targeted for March 2025 and including foreign investment considerations."

Document background
The Term Sheet For Share Purchase Agreement is a crucial preliminary document used in merger and acquisition transactions in India. It serves as a roadmap for the proposed share acquisition, documenting the parties' initial understanding of key commercial terms while allowing flexibility for detailed negotiations. Typically used before comprehensive due diligence and the drafting of definitive agreements, it helps parties align their expectations and identify potential deal-breakers early in the transaction. The document must consider various Indian regulatory frameworks, including the Companies Act 2013, SEBI regulations (for listed companies), and FEMA regulations (for foreign investments). While generally non-binding except for specific provisions, it sets the foundation for the final share purchase agreement and related transaction documents.
Suggested Sections

1. Parties: Details of the buyer(s) and seller(s), including full legal names, registration numbers, and registered addresses

2. Background: Brief description of the company whose shares are being purchased and the context of the proposed transaction

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed share purchase, including number of shares, percentage stake, and type of shares

5. Purchase Price: Proposed purchase price per share and total consideration, including payment terms and mechanisms

6. Conditions Precedent: Key conditions that must be satisfied before the transaction can proceed

7. Timeline: Proposed schedule for due diligence, definitive agreements, and closing

8. Exclusivity: Period during which the seller cannot negotiate with other potential buyers

9. Confidentiality: Obligations regarding the confidential treatment of information exchanged

10. Binding Terms: Specification of which terms are binding and which are non-binding

11. Governing Law: Specification that Indian law governs the term sheet

12. Costs: How transaction costs and expenses will be allocated between parties

Optional Sections

1. Management Rights: Required when buyer seeks specific management or board representation rights post-acquisition

2. Regulatory Approvals: Needed when the transaction requires specific regulatory clearances (e.g., CCI approval for large transactions)

3. Foreign Investment Conditions: Required when the buyer is a foreign entity, addressing FEMA compliance

4. Tag-Along/Drag-Along Rights: Include when parties want to address future exit mechanisms

5. Employee Matters: Needed when the transaction involves key management retention or employee-related conditions

6. Break Fee: Include when parties want to specify penalties for backing out of the transaction

7. Earnout Mechanism: Required when part of the purchase price is contingent on future performance

Suggested Schedules

1. Cap Table: Current and post-transaction shareholding pattern of the company

2. Purchase Price Calculation: Detailed breakdown of how the purchase price was determined

3. Timeline Schedule: Detailed timeline with specific dates for key transaction milestones

4. Key Terms of Definitive Agreements: Outline of major terms to be included in the final share purchase agreement

5. Required Approvals: List of all regulatory and corporate approvals needed

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































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Relevant Industries

Technology

Manufacturing

Healthcare

Financial Services

Real Estate

E-commerce

Retail

Infrastructure

Telecommunications

Energy

Media & Entertainment

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Compliance

Corporate Secretarial

Due Diligence

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Banker

Private Equity Manager

Venture Capital Partner

M&A Director

Legal Counsel

Company Secretary

Corporate Development Manager

Investment Director

Transaction Advisory Partner

Due Diligence 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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