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Acquisition Term Sheet
"I need an Acquisition Term Sheet under Belgian law for a technology company purchase, where we're acquiring 100% of shares with a planned closing date in March 2025, including specific provisions for intellectual property protection and key employee retention."
1. Parties: Identification of the buyer, seller, and target company, including full legal names and registration details
2. Background: Brief context of the proposed transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the document
4. Transaction Structure: Overview of the proposed transaction structure (share purchase, asset purchase, merger, etc.)
5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timeline and method of payment, including any deferred consideration or earnout provisions
7. Key Conditions Precedent: Essential conditions that must be met before the transaction can close
8. Due Diligence: Scope and process for due diligence investigation
9. Exclusivity: Terms of exclusive negotiation period
10. Confidentiality: Confidentiality obligations of the parties
11. Timeline: Proposed schedule for key transaction milestones
12. Binding Effect: Clear statement of which provisions are legally binding and which are non-binding
13. Governing Law: Specification of Belgian law as governing law and jurisdiction
1. Management and Employment: Include when there are specific arrangements for key management retention or employment matters
2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
3. Intellectual Property: Include when IP assets are a key component of the transaction
4. Real Estate: Include when real estate assets are significant to the transaction
5. Environmental Matters: Include for industries with significant environmental considerations
6. Financing Conditions: Include when the purchase is subject to financing arrangements
7. Post-Closing Covenants: Include when specific post-closing obligations are crucial to the deal
8. Break Fee: Include when parties agree to break fee arrangements
9. Tax Structure: Include when specific tax structuring is crucial to the transaction
1. Corporate Structure Chart: Visual representation of the target company structure
2. Price Calculation Methodology: Detailed explanation of purchase price calculations and adjustments
3. Key Assets Schedule: List of material assets included in the transaction
4. Timeline Schedule: Detailed timeline with specific dates and milestones
5. Due Diligence Requirements: Detailed list of due diligence requirements and documentation
Authors
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Media and Entertainment
Agriculture
Construction
Transportation and Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Business Development
Tax
Corporate Finance
Due Diligence
Integration
Risk Management
Compliance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Development Director
M&A Director
Investment Director
Legal Counsel
Financial Controller
Business Development Manager
Strategy Director
Integration Manager
Due Diligence Manager
Transaction Manager
Corporate Finance Manager
Board Member
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Acquisition Term Sheet
A preliminary document under Belgian law outlining key terms and conditions for a proposed acquisition transaction.
Acquisition Purchase Agreement
A Belgian law-governed agreement detailing the terms and conditions for the purchase and sale of a business, whether through share or asset acquisition.
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