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Term Sheet Share Purchase Agreement
"I need a Term Sheet Share Purchase Agreement for acquiring 75% shares in a Malaysian technology company, with completion targeted for March 2025 and including standard exclusivity and confidentiality provisions."
1. Parties: Identification of the seller(s), purchaser(s), and the target company, including their registration details and addresses
2. Background: Brief context of the transaction and current ownership structure of the target company
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed share purchase, including number and class of shares being sold
5. Purchase Price: Proposed consideration and payment terms, including any adjustments or earn-out mechanisms
6. Key Conditions Precedent: Essential conditions that must be satisfied before completion
7. Timeline: Key dates for due diligence, definitive agreements, and completion
8. Exclusivity: Period during which the seller cannot negotiate with other potential buyers
9. Confidentiality: Obligations regarding the confidentiality of the transaction and information shared
10. Costs: Allocation of transaction costs between parties
11. Governing Law: Specification of Malaysian law as the governing law
12. Binding Effect: Clear statement of which terms are legally binding and which are subject to definitive agreements
1. Management and Employment: Used when there are specific arrangements for key management retention or employment terms
2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
3. Break Fee: Include when parties agree to compensation if either party terminates the transaction
4. Due Diligence Scope: Include when parties want to specify the scope and process of due diligence
5. Warranties and Indemnities: Include when parties want to outline key warranties to be included in the final agreement
6. Non-Compete: Include when restrictions on seller's future business activities are required
7. Financing Conditions: Include when the purchase is subject to buyer obtaining financing
8. Foreign Investment Approval: Include when foreign investment approval is required
1. Share Capital Structure: Details of the target company's current shareholding structure
2. Key Commercial Terms Summary: Summary table of main commercial terms for quick reference
3. Key Assets Schedule: List of material assets included in the transaction value
4. Timeline Schedule: Detailed timeline of key transaction milestones and deadlines
Authors
Banking & Finance
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Agriculture
Mining & Resources
Education
Transportation & Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Risk Management
Compliance
Corporate Secretariat
Investment
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Legal Director
Corporate Lawyer
Investment Banker
Managing Director
Business Development Director
Corporate Secretary
Financial Controller
Head of Mergers & Acquisitions
Investment Director
General Counsel
Commercial Director
Strategy Director
Risk Manager
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