The Stock Purchase Agreement Term Sheet is commonly used in the United States as a preliminary step in stock acquisition transactions. It provides a structured outline of the fundamental terms and conditions that will form the basis of the final, binding Stock Purchase Agreement. This document is particularly important in private equity investments, mergers and acquisitions, and venture capital transactions. It typically includes details about valuation, governance rights, transfer restrictions, and other key commercial terms while ensuring compliance with federal and state securities regulations. The term sheet helps parties align their expectations and streamlines the negotiation process for the definitive agreement.
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1. Parties: Identification of buyer(s) and seller(s), including full legal names and addresses
2. Background: Context of the transaction and company overview, including business purpose and rationale
3. Definitions: Key terms used throughout the term sheet, including defined terms for securities, purchase price, and other material concepts
4. Purchase Price: Total consideration, payment terms, and any adjustments or earn-out provisions
5. Securities to be Purchased: Detailed description of shares/securities being transferred, including class, rights, and restrictions
6. Closing Conditions: Requirements that must be met before closing, including regulatory approvals and due diligence
7. Representations and Warranties: Basic statements of fact from both parties regarding authority, ownership, and compliance
1. Board Rights: Terms regarding rights to board representation and board observer rights
2. Anti-dilution Protection: Provisions protecting against future dilution of ownership, including adjustment mechanisms
3. Right of First Refusal: Terms governing preferential rights to purchase shares before third parties
4. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
1. Schedule A - Capitalization Table: Current and post-closing ownership structure of the company
2. Schedule B - Disclosure Schedule: Exceptions to representations and warranties made in the agreement
3. Schedule C - Form of Stock Certificate: Template of stock certificate to be issued upon closing
4. Schedule D - Required Consents: List of third-party approvals and regulatory consents needed for closing
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