[Verse 1] The term sheet lands on your desk today First glimpse of what the buyer wants to pay Enterprise value, working capital true Asset versus stock, which structure's right for you Due diligence begins, the clock starts now Reps and warranties, you'll make that vow [Chorus] DIVE into deals with structure in mind Diligence, Integration, Valuation, Earnouts combined DIVE deep and you'll find Terms that protect while the stars align DIVE into deals, leave nothing behind [Verse 2] Multiple of revenue or EBITDA base Cash at closing versus future's embrace Earnouts bridge the gap when valuations clash Performance milestones determine future cash Escrow accounts hold funds for breaches found Indemnification keeps all parties bound [Chorus] DIVE into deals with structure in mind Diligence, Integration, Valuation, Earnouts combined DIVE deep and you'll find Terms that protect while the stars align DIVE into deals, leave nothing behind [Verse 3] Key person retention, golden handcuffs tight Employment agreements through the transition night Accelerated vesting when control shifts hands Non-compete clauses across geographic lands Integration planning starts before you close Cultural alignment, that's how success grows [Bridge] MAC clause protections when the world turns strange Purchase price adjustments handle working change Closing conditions, each checkbox must be met Regulatory approval, don't place that bet yet Wire transfer ready on the final day Sign the papers, close the deal, collect your pay [Chorus] DIVE into deals with structure in mind Diligence, Integration, Valuation, Earnouts combined DIVE deep and you'll find Terms that protect while the stars align DIVE into deals, leave nothing behind [Outro] From term sheet to closing, navigate with care Structure protects when market storms are there DIVE into success, your legal tech prepared
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