Company Background
Binding Provisions
Termination
Local Counsel
Equity Lingo
100

This section of the term sheet details the entity status of the organization and its location of registration

What is the company definition/company section?

100

This provision prevents the term sheet from being altered without the appropriate consents

What is amendment?

100

Upon termination, parties have this degree of liability or obligation to any other party with respect to the CGAP Term Sheet

What is no further liability or obligation?

100

This provision should be solidified early on because it dictates how any term sheet clause disputes would be handled.

What is governing law/arbitration?

100

This is when shares are sold to a large number of people

What is a public offering?

200

This document describes the pre and post-subscription capital structure of a company

What is a capitalization table?

200
This provision helps ensure that a company is committed to a potential investor and will not simply replace them if a better deal comes along

What is exclusivity?

200

These are the means by which you may terminate the CGAP Term Sheet

What is the mutual agreement of the parties or the inability of the parties to agree upon the definitive agreements?

200

This term sheet provision impacts everything from exchange controls, securities law, and regulatory approvals

What is governing law?

200

These rhyming rights allow shareholders to either join or force someone to join the sale of shares of the company

What are Tag-Along and Drag-Along rights?

300

This illustrates the dilutive effect of an equity offering on existing shareholders of the company

What is the capitalization table?

300

This (or these) provision(s) of the CGAP Term Sheet are binding

What is none of them?

300

These provisions will survive the termination of the CGAP Term Sheet

What are costs and confidentiality?

300

Local counsel should be consulted to clarify which types of these can be issued in a specific jurisdiction.

What are securities?

300

This is an important distinction between the Right of First Offer and the Right of First Refusal

What is the requirement of a third party purchase offer?

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