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Letter Of Intent Share Purchase Agreement
"I need a Letter of Intent Share Purchase Agreement for acquiring 60% shares in a UAE-based technology company, with specific provisions for technology asset evaluation and an exclusivity period until March 2025, ensuring compliance with UAE foreign ownership regulations."
1. Parties: Identification of the potential seller(s) and buyer(s), including full legal names and registration details
2. Background: Brief description of the company whose shares are being purchased and the context of the proposed transaction
3. Definitions: Key terms used throughout the document
4. Subject Matter: Clear identification of the shares proposed to be purchased, including number and class of shares
5. Proposed Purchase Price: Indicative purchase price or pricing mechanism, subject to due diligence and final agreement
6. Due Diligence: Outline of the proposed due diligence process, timeline, and scope
7. Timeline: Proposed schedule for key milestones including due diligence, negotiation, and target completion date
8. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers
9. Confidentiality: Obligations regarding the confidential treatment of information exchanged
10. Legal Effect: Statement clarifying which provisions are binding (typically confidentiality and exclusivity) and which are non-binding
1. Break Fee: Applicable if parties agree to a fee payable if either party withdraws from negotiations under specific circumstances
2. Governing Law and Jurisdiction: While typically included in the final SPA, can be included in the LOI if parties want clarity on which law governs the binding provisions
3. Transaction Structure: Include if there are specific requirements for how the transaction will be structured (e.g., phased completion, earn-outs)
4. Key Conditions: Major conditions that would need to be satisfied before proceeding with the transaction
5. Costs: Agreement on who bears the costs of preparing the LOI and conducting due diligence
6. Management and Operations: Include if there are specific agreements about how the business will be operated during the negotiation period
1. Corporate Structure Chart: Diagram showing the current ownership structure of the target company
2. Indicative Timeline: Detailed breakdown of proposed transaction milestones and dates
3. Due Diligence Requirements: List of key documents and information required for due diligence
4. Key Terms Sheet: Summary of main commercial terms proposed for the final SPA
Authors
Financial Services
Real Estate
Technology
Healthcare
Manufacturing
Retail
Energy
Transportation & Logistics
Hospitality
Construction
Professional Services
Media & Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Business Development
Compliance
Corporate Secretariat
Investment
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Investment Manager
Managing Director
Business Development Director
Corporate Secretary
Finance Director
Mergers & Acquisitions Manager
Legal Counsel
Investment Banker
Board Member
Commercial Director
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