The term sheet constituted a binding understanding, but...

The term sheet constituted a binding understanding, but completion of the share acquisition remained subject to due diligence, regulatory approvals, escrow arrangements, pre-conditions and definitive agreements. Funding obligations were stage-specific; loan advances did not prima facie constitute share-purchase consideration, and the purchaser had not shown timely payment of a material instalment or readiness to perform. Interim protection of escrowed shares was unavailable because the target company had requested status quo from the escrow agent, further securities and shareholder obligations remained disputed, and broader restraints would affect management. The Section 9 petition was dismissed, while preserving recourse to the arbitral tribunal for appropriate interim protection.