A set of heads of terms for use in connection with a proposed sale and purchase of the entire issued share capital of a company.

Heads of terms are usually entered into between the seller and the prospective buyer of the shares in the target company. Their purpose is to outline the main terms of the proposed deal between the parties and to provide a structured basis for negotiating formal documentation relating to the transaction.

It is usually entered into the begining of the transaction and before parties commence detailed due diligence and negotiation of a definitive share purchase agreement.