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Term Sheet Share Purchase Agreement
"I need a Term Sheet Share Purchase Agreement for the acquisition of a 60% stake in a Qatar-based technology company by a UAE investment firm, with completion targeted for March 2025, including provisions for board representation and post-closing tech development commitments."
1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction and current ownership structure
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed share purchase, including number of shares and percentage of ownership
5. Purchase Price: Proposed consideration and payment structure
6. Payment Terms: Timing and method of payment, including any installments or escrow arrangements
7. Key Conditions Precedent: Essential conditions that must be satisfied before closing
8. Timeline: Expected timeline for due diligence, documentation, and closing
9. Exclusivity: Period during which seller cannot negotiate with other parties
10. Confidentiality: Obligations regarding transaction information and company data
11. Governing Law and Jurisdiction: Qatar law provisions and dispute resolution mechanism
12. Binding Effect: Specification of which terms are legally binding
1. Management and Control: Used when buyer requires specific governance rights or board representation
2. Post-Closing Covenants: Include when specific post-closing obligations are required from either party
3. Regulatory Approvals: Required for regulated industries or when transaction needs specific government approvals
4. Employee Matters: Include when transaction impacts key employees or requires specific HR arrangements
5. Break Fee: Used in larger transactions to specify compensation if deal fails under certain circumstances
6. Foreign Investment Provisions: Required when buyer is non-Qatari and subject to foreign investment restrictions
7. Shareholder Rights: Include when partial ownership transfer requires defining ongoing shareholder relationships
1. Share Capital Structure: Current and post-completion shareholding structure
2. Purchase Price Calculation: Detailed breakdown of consideration and any adjustments
3. Key Assets: List of material assets owned by the target company
4. Material Contracts: Summary of key contracts requiring attention during due diligence
5. Required Consents: List of third-party and regulatory approvals needed
6. Due Diligence Requirements: Scope and requirements for due diligence investigation
7. Timetable: Detailed transaction timeline with key milestones
Authors
Financial Services
Real Estate
Manufacturing
Technology
Energy and Resources
Healthcare
Retail and Consumer
Professional Services
Infrastructure
Telecommunications
Education
Hospitality and Tourism
Transportation and Logistics
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Compliance
Risk Management
Business Development
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Director
Mergers & Acquisitions Manager
Business Development Director
Company Secretary
Finance Director
Investment Banker
Private Equity Manager
Corporate Development Manager
Risk Manager
Compliance Officer
Board Member
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