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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."
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
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
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
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
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Compliance
Tax
Executive Leadership
Board of Directors
Business Development
Due Diligence
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
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