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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."
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
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
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
Technology
Manufacturing
Healthcare
Financial Services
Real Estate
E-commerce
Retail
Infrastructure
Telecommunications
Energy
Media & Entertainment
Professional Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Compliance
Corporate Secretarial
Due Diligence
Strategy
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
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