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LETTER OF INTENT — STOCK PURCHASE
LETTER OF INTENT — STOCK PURCHASE
Date:
TO:
Seller: ________________
Company: ________________
Address: ________________, ________, ____ _____
Entity Type: ________________
Seller: ________________
Company: ________________
Address: ________________, ________, ____ _____
Entity Type: ________________
FROM:
Name: ________________
Buyer Type: ________________
Address: ________________, ________, ____ _____
Name: ________________
Buyer Type: ________________
Address: ________________, ________, ____ _____
Re: Proposed Purchase of Stock in ________________
Dear ________________,
This Letter of Intent ("LOI") sets forth the principal terms under which ________________ proposes to purchase stock in ________________. This LOI is intended to serve as the basis for negotiating and drafting a definitive stock purchase agreement. Except where expressly provided, this LOI is non-binding.
This Letter of Intent ("LOI") sets forth the principal terms under which ________________ proposes to purchase stock in ________________. This LOI is intended to serve as the basis for negotiating and drafting a definitive stock purchase agreement. Except where expressly provided, this LOI is non-binding.
1. TRANSACTION OVERVIEW
1.1 Proposed Transaction:1.2 Company: ________________ is a ________________ organized under the laws of ________________.
2. STOCK DETAILS
2.1 Class of Stock: ________________.2.2 Number of Shares: ________.
2.3 Price Per Share: $________.
2.4 Total Purchase Price: $________.
2.5 Percentage of Outstanding Shares: The exact percentage of outstanding shares represented by the proposed purchase will be confirmed during due diligence.
3. PAYMENT TERMS
3.1 Payment Structure: ________________.4. DUE DILIGENCE
4.1 Due Diligence Period: ________________.4.2 Seller and the Company shall provide Buyer and Buyer's representatives with reasonable access to corporate records, capitalization tables, shareholder agreements, financial statements, legal materials, and other diligence materials reasonably requested in connection with the proposed transaction.
4.3 Buyer may terminate negotiations if due diligence is unsatisfactory in Buyer's sole discretion.
5. SHAREHOLDER RIGHTS
5.1 Right of First Refusal: Compliance with any applicable right of first refusal is a condition precedent to closing.6. NON-BINDING NATURE
Except for the Governing Law section, this LOI is non-binding.This LOI is intended solely as a statement of present intent under the framework recognized in Empro Mfg. Co. v. Ball-Co Mfg., Inc., 870 F.2d 423 (7th Cir. 1989).
7. SECURITIES LAW DISCLAIMER
7.1 The proposed transaction may be subject to federal and state securities laws, and compliance with those laws is a condition precedent to closing.7.2 This LOI does not constitute an offer to sell or a solicitation of an offer to buy securities within the meaning of applicable securities laws.
8. GOVERNING LAW (BINDING)
8.1 This section is legally binding.8.2 This LOI and any dispute concerning the binding provisions shall be governed by the laws of ________________.
9. EXPIRATION
9.1 This LOI shall automatically expire if it is not executed by ________________.The Governing Law section shall survive expiration of this LOI.
SIGNATURES
If the foregoing accurately reflects your understanding of the proposed transaction, please sign below.BUYER:
Signature: ___________________
Date: ___________________
Printed Name: [Buyer]
Signature: ___________________
Date: ___________________
Printed Name: [Buyer]
SELLER:
Signature: ___________________
Date: ___________________
Printed Name: [Seller]
On behalf of / as shareholder of [Company]
Signature: ___________________
Date: ___________________
Printed Name: [Seller]
On behalf of / as shareholder of [Company]
Frequently Asked Questions
LETTER OF INTENT — STOCK PURCHASE