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Memorandum Of Understanding Share Purchase Template for Philippines

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Key Requirements PROMPT example:

Memorandum Of Understanding Share Purchase

"I need a Memorandum Of Understanding Share Purchase for acquiring 40% stake in a Philippine technology company, with specific provisions for foreign ownership compliance and technology asset protection, targeting completion by March 2025."

Document background
The Memorandum of Understanding Share Purchase is a crucial preliminary document used in Philippine corporate transactions to establish the initial framework for a potential share acquisition. It serves as a roadmap for the transaction, documenting the parties' intentions and key commercial terms while maintaining flexibility for detailed negotiations. This document is particularly important in the Philippine context, where corporate transactions must navigate specific regulatory requirements under the Revised Corporation Code, Securities Regulation Code, and potentially the Foreign Investments Act. It typically precedes the definitive share purchase agreement and includes provisions for due diligence, transaction structure, preliminary valuation, and key conditions. While generally non-binding (except for specific provisions like confidentiality), it demonstrates serious intent and commitment to the negotiation process while protecting both parties' interests during the preliminary stages of the transaction.
Suggested Sections

1. Parties: Identification of all parties to the MOU, including full legal names and addresses

2. Background: Context of the proposed transaction, including brief description of the parties and their intentions

3. Definitions: Key terms used throughout the document

4. Purpose and Scope: Clear statement of the MOU's purpose and extent of the proposed share purchase transaction

5. Proposed Transaction Structure: Overview of the contemplated share purchase, including preliminary price and payment terms

6. Due Diligence: Framework for the conduct of due diligence investigation

7. Timeline: Proposed schedule for key milestones including due diligence, definitive agreements, and closing

8. Confidentiality: Binding provisions regarding the confidentiality of information exchanged

9. Exclusivity: Terms of exclusive negotiation period, if applicable

10. Costs and Expenses: Allocation of costs related to the transaction and MOU process

11. Non-Binding Nature: Clear statement of which provisions are non-binding vs. binding

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

13. Termination: Circumstances under which the MOU may be terminated

14. Signatures: Execution block for all parties

Optional Sections

1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances, such as Philippine Competition Commission approval

2. Foreign Investment Provisions: Required when one party is a foreign entity, addressing foreign ownership restrictions and requirements

3. Employee Matters: Include when the share purchase involves significant employment considerations or key personnel retention

4. Intellectual Property: Required when IP assets are a significant consideration in the share purchase

5. Break Fee: Include when parties agree to a break fee for specific termination scenarios

6. Public Announcements: Required for transactions involving public companies or when public disclosure might be necessary

7. Corporate Approvals: Include when specific board or shareholder approvals are required

8. Financing Conditions: Include when the purchase is subject to financing arrangements

Suggested Schedules

1. Schedule A - Target Shares: Details of the shares to be purchased, including class, number, and current ownership

2. Schedule B - Preliminary Purchase Price Calculation: Initial valuation and price adjustment mechanisms

3. Schedule C - Due Diligence Requirements: List of required documents and information for due diligence

4. Schedule D - Timeline: Detailed timeline with specific dates for key milestones

5. Schedule E - Required Approvals: List of all required regulatory and corporate approvals

6. Appendix 1 - Corporate Information: Key corporate information of all parties

7. Appendix 2 - Term Sheet: Summary of key commercial terms for the proposed transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 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 and Consumer Goods

Energy and Utilities

Healthcare

Telecommunications

Mining and Natural Resources

Transportation and Logistics

Agriculture and Food Production

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Board of Directors

Executive Leadership

Business Development

Investment

Corporate Secretarial

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Investment Manager

Business Development Manager

Finance Director

Board Member

Managing Director

Compliance Officer

Risk Manager

Transaction Advisory Manager

Investment Banker

Due Diligence Manager

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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