Letter of Intent: Share Purchase single seller single company

Letter of Intent: Share Purchase Single Seller Single Company

Letter of intent for the purchase of a private limited company from a single seller

Background

What is a letter of intent?

A letter of intent is a letter setting out the principal terms of a transaction. The purpose of a letter of intent is to record the transaction terms which have been agreed in principle and which will enable the parties to move to the next stages of the transaction on the basis of a common understanding of the main terms.

The letter of intent will not be legally-binding except in relation to certain limited matters, including:

• exclusivity: if agreed (and not dealt with in a separate exclusivity agreement), a period of exclusivity for the benefit of the buyer
• confidentiality of the heads of terms themselves (and assuming that the parties have already entered into a separate confidentiality agreement or NDA covering the confidentiality of information provided to the buyer relating to the target company)

About this letter of intent

This letter of intent is for the sale of a private limited company (which does not form part of a group of companies being sold) by a single seller.

Document features

Features include:

• different options for the payment of consideration, including consideration to be paid at closing, deferred consideration, earnout consideration and an adjustment based on net assets of the target company
• conditions for the transaction
• principal terms of the Share Purchase Agreement
• matters relating to the transaction process
• exclusivity wording (if agreed)
• confidentiality of the letter of intent

Explanatory guidance

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Alternative letters of intent

For alternative forms of letter of intent for a sale transaction, see Letter of Intent Share Purchase Single Seller Group, Letter of Intent Share Purchase Multiple Sellers Single Company and Letter of Intent Share Purchase Multiple Sellers Group.

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