Legal Documents
Heads of Terms Agreement
A Head of Terms is a document that sets out the main terms and conditions upon which a Seller is willing, (in principle) to sell and transfer the business and assets of the Company by way of sale of the entire issued share capital of the Company to a Purchaser subject to the agreement and signature by the parties to a legally binding Share Purchase Agreement.
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Heads of Terms Agreement
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Table of Content
1. DEFINITIONS AND INTERPRETATION 1
2. NATURE OF PROPOSED TRANSACTION 3
3. SHARES TO BE PURCHASED 4
4. PRICE 4
5. CONDITION PRECEDENT 4
6. DUE DILIGENCE 5
7. SHARE PURCHASE AGREEMENT 5
8. HANDOVER 6
9. TIME TABLE AND COMPLETION 7
10. EMPLOYEES 7
11. COMPANY ASSETS 7
12. INSURANCE 7
13. EXCLUSIVITY 8
14. CONFIDENTIALITY 9
15. COSTS 9
16. GOVERNING LAW AND JURISDICTION 9
17. GENERAL PROVISIONS 9