Letter of intent (english)

[Letterhead of ... Purchaser]

 

________ __, 20__

 

Personal ... Confidential

 

[Name(s) of Shareholders]

[Board of Directors]

[Name ... Address of Shareholders/Company]

________________________________

________________________________

 

Attention: ____________________

 

Re: ____________________________________________

 

Ladies ... Gentlemen:

 

This letter confirms our understanding of ... mutual present intentions of [name of acquiring corporation] (the "Purchaser") ... _________________ ([collectively], ... "Seller") with respect ... the principal terms ... conditions under which ... Purchaser ... acquire [all of ... outstanding capital stock of ... Company] [the Company's __________ business] [the Company's __________ Division] [the stock of ... Subsidiary of ... Company] [all of ... assets of ... Company] [and ... Purchaser ... assume certain liabilities of ... Company]. Such transaction ... hereinafter referred ... as ... "Acquisition."

 

The parties hereto acknowledge that this letter does not contain all matters upon which an agreement must be reached ... order for ... Acquisition ... be consummated. Further, among other conditions specified herein ... otherwise agreed ... by ... parties, ... obligations of ... parties hereto ... consummate ... Acquisition are subject ... the negotiation ... execution of ... Purchase Agreement referred ... in paragraph 3 below. Accordingly, this letter ... intended solely as a basis for further discussion ... is not intended ... be ... does not constitute a legally binding agreement; provided, however, that ... provisions set forth ... paragraphs 6, 7, 9, 10, 11 ... 12 below ... this paragraph shall be binding upon ... parties hereto and, only with respect ... paragraphs 9 ... 12, shall survive ... termination hereof.

 

At ... closing (the "Closing"), subject ... the satisfaction of all conditions precedent contained ... the Purchase Agreement, ... Purchaser ... purchase from ... Seller, ... the Seller ... sell ... the Purchaser, all of ... outstanding capital stock of ... Company, free ... clear of any liens, charges, restrictions ... encumbrances thereon (collectively, ... "Shares"). ... Purchaser may assign some ... all of its rights hereunder prior ... the Closing ... one ... more of its subsidiaries. After further review, at ... Purchaser's election, ... Acquisition may be modified ... that ... Purchaser acquires ... Shares through a merger between ... Purchaser ... one of its subsidiaries ... the Company (the "Merger").]

 

 

[Purchase of Assets. At ... closing (the "Closing"), subject ... the satisfaction of all conditions precedent contained ... the Purchase Agreement, ... Purchaser ... purchase from ... Seller, ... the Seller ... sell ... the Purchaser, free ... clear of any liens, charges, restrictions ... encumbrances thereon, all of [the following assets] [the assets, properties ... rights of ... Company constituting ... Company's [_______________ business (the "Business")] [__________________ division (the "Division")]or used therein, including ... following:] (collectively, ... "Assets").]

 

[insert list of specified Assets]

 

[The Assets shall not include ... assets, properties ... rights of ... Company listed ... Schedule I hereto.]

 

[The Purchaser shall [not] assume [any] [the following] liabilities of ... Company[:][.]]

 

[Insert list of specified liabilities]

 

1. Purchase Price.

The purchase price for ... [Shares] [Assets] ... be [insert detailed description, including ... amount of cash per Share ... for all Shares ... all ... Assets; ... form of any noncash consideration (such as promissory notes, stock of ... Purchaser, etc.); ... purchase price adjustment mechanism; treatment of outstanding stock options; any earnout mechanism; ... any holdback mechanism].

 

 

2. Definitive Agreement.

The Purchaser ... the Seller hereby agree ... use reasonable diligence ... commence good faith negotiations ... order ... execute ... deliver a definitive [asset purchase] [stock purchase ... merger agreement] relating ... the Acquisition (the "Purchase Agreement") acceptable ... parties hereto ... or prior ... _____ __, 20__. All terms ... conditions concerning ... Acquisition shall be stated ... the Purchase Agreement, including without limitation, representations, warranties, covenants ... indemnities that are usual ... customary ... a transaction of this nature as such may be mutually agreed upon between ... parties. Subject ... the satisfaction of all conditions precedent contained ... the Purchase Agreement, ... Closing ... take place no later than _________ __, 20__ ... as soon thereafter as possible, subject ... the approvals of regulatory authorities. ... Purchaser's obligation ... execute, deliver ... perform ... Purchase Agreement ... conditioned upon approval by ... Purchaser's Board of Directors. [All shareholders of ... Company ... execute ... deliver ... Purchase Agreement, ... agree ... vote their shares ... the Company ... favor of ... Acquisition ... will use their best efforts ... cause ... Acquisition ... be completed.]

 

3. Representations ... Warranties.

The Agreement ... contain representations ... warranties customary ... transactions of this type, including without limitation, representations ... warranties by [the Seller and] ... Company as ... (a) ... accuracy ... completeness of ... [Company's] [Division's] financial statements for ... past three years (including ... year ended December 31, ____); (b) disclosure of all ... [Company's] [Division's] contracts, commitments ... liabilities, direct ... contingent; (c) ... physical condition, suitability, ownership ... absence of liens, claims ... other adverse interests with respect ... the [Company's assets] [Assets]; [(d) Seller's ownership of ... Shares;] (e) absence of liabilities with respect ... the [Company] [Division], other than as set forth ... a balance sheet dated December 31, 199_; (f) ... absence of a material adverse change ... the condition (financial ... otherwise), business, properties, assets ... prospects of ... [Company] [Division]; (g) absence of pending ... threatened material litigation, investigations ... other matters affecting ... Acquisition; (h) ... [Company's] [Division's] compliance with laws ... regulations applicable ... its business ... obtaining all licenses ... permits required for its business; ... (i) ... due incorporation, organization, valid existence, good standing ... capitalization of ... Company.

 

4. Conditions ... Consummation of ... Acquisition.

The respective obligations of ... parties with respect ... the Acquisition shall be subject ... satisfaction of conditions customary ... transactions of this type, including without limitation, (a) receipt ... approval by ... Purchaser of ... Company's ___[5] year end audited financial; (a) execution of ... Purchase Agreement by all parties; (b) ... obtaining of all requisite regulatory, administrative, ... governmental authorizations ... consents; (c) approval of ... Acquisition by ... Board of Directors of ... Purchaser [and, if ... Acquisition ... structured as a Merger, approval thereof by ... Board of Directors of ... Company ... by ... Seller]; (d) absence of a material adverse change ... the condition (financial ... otherwise), business, properties, assets ... prospects of ... Company; (e) absence of pending ... threatened litigation, investigations ... other matters affecting ... [Company] [Division] ... the Acquisition; (f) satisfactory completion by ... Purchaser of a due diligence investigation of ... Company; (g) confirmation that ... representations ... warranties of ... Seller ... the Company are true ... accurate ... all respects; [(h) ... Purchaser obtaining financing [specify type of financing]; (i) receipt ... approval by ... Purchaser of audited financial statements of ... [Company] [Division] for ... year ended _________ __, ____; ... (j) ... [Seller] [Company] having entered into noncompetition agreement[s] acceptable ... the Purchaser.

 

5. Access ... [Company] [Division].

The [Seller] ... give ... Purchaser ... its representatives full access ... any personnel ... all properties, documents, contracts, books, records ... operations of ... [Company] [Division] relating ... its business. [The Seller ... cause ... Company ... cooperate ... this regard]. ... [Seller] [Company] [Division] ... furnish ... Purchaser with copies of documents ... with such other information as ... Purchaser may request.

 

6. No Other Offers.

Neither ... Seller nor ... Company (or ... Company's directors, officers, employees, agents ... representatives) ... solicit, encourage ... entertain proposals from ... enter into negotiations with ... furnish any nonpublic information ... any other person ... entity regarding ... possible sale.

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