A Letter Of Intent Share Purchase is typically used in the early stages of a share acquisition transaction when parties wish to document their serious intent to proceed with a deal while maintaining flexibility for negotiation. It serves as a roadmap for the transaction and often facilitates obtaining financing and regulatory approvals. Under U.S. jurisdiction, while most provisions are non-binding, certain clauses such as confidentiality and exclusivity are typically made binding. The document includes key commercial terms, conditions precedent, timeline for completion, and framework for due diligence, helping parties align their expectations before proceeding with detailed documentation and due diligence.
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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Transaction Overview: Brief description of the proposed share purchase including target company and shares to be acquired
3. Purchase Price: Proposed consideration, payment terms, and any price adjustment mechanisms
4. Due Diligence: Scope and timeline of due diligence process, including access rights and information requirements
5. Closing Conditions: Key conditions that must be met before final agreement, including regulatory approvals
6. Timeline: Expected timeline for due diligence, documentation, and closing
7. Confidentiality: Confidentiality obligations of parties regarding the transaction and shared information
1. Exclusivity: Period during which seller cannot negotiate with other parties, including duration and terms
2. Break Fee: Fee payable if either party terminates negotiations, including amount and trigger events
3. Management Arrangements: Proposed arrangements for key management retention and compensation
4. Financing: Details of proposed financing arrangements and any related conditions
1. Term Sheet: Detailed summary of key commercial terms and conditions
2. Due Diligence Checklist: Preliminary list of required due diligence items and documents
3. Corporate Structure Chart: Current and proposed ownership structure diagrams
4. Timeline Schedule: Detailed timeline with key milestones and deadlines
Relevant legal definitions
Buyer
Seller(s)
Target Company
Shares
Purchase Price
Completion
Due Diligence Period
Business Day
Confidential Information
Definitive Agreement
Exclusivity Period
Material Adverse Change
Permitted Disclosures
Transaction
Closing Date
Binding Provisions
Non-Binding Provisions
Break Fee
Conditions Precedent
Encumbrances
Governing Law
Representatives
Warranties
Working Hours
Related Parties
Regulatory Approvals
Signing Date
Target Business
Seller(s)
Target Company
Shares
Purchase Price
Completion
Due Diligence Period
Business Day
Confidential Information
Definitive Agreement
Exclusivity Period
Material Adverse Change
Permitted Disclosures
Transaction
Closing Date
Binding Provisions
Non-Binding Provisions
Break Fee
Conditions Precedent
Encumbrances
Governing Law
Representatives
Warranties
Working Hours
Related Parties
Regulatory Approvals
Signing Date
Target Business
Clauses
Parties
Recitals
Definitions
Purchase and Sale
Purchase Price
Payment Terms
Due Diligence
Conditions Precedent
Exclusivity
Confidentiality
Non-Binding Nature
Binding Provisions
Access to Information
Timeline
Break Fee
Costs and Expenses
Representations and Warranties
Management and Employees
Regulatory Approvals
Public Announcements
Notices
Assignment
Governing Law
Dispute Resolution
Termination
Entire Agreement
Counterparts
Further Assurance
Recitals
Definitions
Purchase and Sale
Purchase Price
Payment Terms
Due Diligence
Conditions Precedent
Exclusivity
Confidentiality
Non-Binding Nature
Binding Provisions
Access to Information
Timeline
Break Fee
Costs and Expenses
Representations and Warranties
Management and Employees
Regulatory Approvals
Public Announcements
Notices
Assignment
Governing Law
Dispute Resolution
Termination
Entire Agreement
Counterparts
Further Assurance
Relevant Industries
Relevant Teams
Relevant Roles
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