抖阴短视频

Term Sheet Share Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Term Sheet Share Purchase Agreement

"I need a Term Sheet Share Purchase Agreement under Philippine law for acquiring 60% shares in a local manufacturing company, with completion targeted for March 2025 and including earn-out provisions based on EBITDA performance."

Document background
The Term Sheet Share Purchase Agreement is a crucial preliminary document used in Philippine corporate transactions to memorialize the key commercial and legal terms of a proposed share acquisition. It serves as a roadmap for the transaction and subsequent detailed documentation, typically used after initial negotiations but before comprehensive due diligence and definitive agreements. The document reflects Philippine corporate law requirements while incorporating international best practices in M&A transactions. It includes essential elements such as transaction structure, purchase price mechanics, conditions precedent, and timeline, while considering local regulatory requirements such as Philippine Competition Commission approval where applicable. This document is particularly important in the Philippine context where business relationships often rely on clear preliminary agreements before proceeding with detailed transaction documentation.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and the target company

2. Background: Brief 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 transaction

5. Purchase Price: Agreed purchase price, payment structure, and timing

6. Conditions Precedent: Key conditions that must be satisfied before closing

7. Timeline: Expected timeline for due diligence, documentation, and closing

8. Exclusivity: Period during which seller cannot negotiate with other parties

9. Confidentiality: Obligations regarding transaction information confidentiality

10. Costs: Allocation of transaction costs between parties

11. Governing Law: Specification of Philippine law as governing law

12. Binding Effect: Clarification of which terms are binding and non-binding

Optional Sections

1. Earn-out Provisions: Additional payment terms based on future performance metrics

2. Management Arrangements: Post-closing management structure and key personnel retention

3. Regulatory Approvals: Specific requirements for regulatory clearances, including PCC approval if applicable

4. Warranty and Indemnity Insurance: Provisions for W&I insurance if contemplated

5. Break Fee: Penalties for termination under specific circumstances

6. Foreign Investment Provisions: Special provisions if foreign investment regulations apply

7. Tax Structure: Overview of proposed tax structure if specifically agreed

Suggested Schedules

1. Corporate Information: Details of target company's corporate structure and capitalization

2. Key Terms Overview: Summary table of main commercial terms

3. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

4. Key Assets: List of material assets included in the transaction

5. Required Consents: List of third-party and regulatory consents required

6. Due Diligence Requirements: Outline of due diligence scope and requirements

7. Timetable: Detailed transaction timeline with key milestones

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 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

Banking and Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Telecommunications

Mining and Natural Resources

Transportation and Logistics

Consumer Goods

Agriculture

Education

Construction

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Tax

Executive Leadership

Board of Directors

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Banker

M&A Director

Business Development Manager

Corporate Secretary

Finance Director

Managing Director

Board Member

Transaction Manager

Due Diligence Officer

Compliance Officer

Strategy Director

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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