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Letter Of Intent To Sell Shares
"I need a Letter of Intent to Sell Shares for my Swiss tech startup, where I'm selling 60% of shares to a venture capital firm, with completion targeted for March 2025; the document must include strong confidentiality and exclusivity provisions."
1. Date and Parties: Opening of letter identifying the sender and recipient, including full legal names and addresses
2. Subject Line: Clear indication that this is a Letter of Intent regarding share sale
3. Transaction Overview: Brief description of the proposed transaction, including the company whose shares are being sold
4. Shares Description: Details of shares to be sold, including number, class, and percentage of total share capital
5. Purchase Price: Proposed purchase price or pricing mechanism, including any adjustments
6. Key Terms: Essential terms of the proposed transaction including payment terms and timing
7. Due Diligence: Overview of the proposed due diligence process and timeline
8. Confidentiality: Binding confidentiality provisions regarding the transaction and shared information
9. Exclusivity: If applicable, period during which seller will not negotiate with other parties
10. Timeline: Proposed schedule for completing the transaction
11. Non-Binding Nature: Clear statement about which provisions are non-binding, except for specifically identified binding provisions
12. Next Steps: Outline of immediate next steps and contact persons
13. Closing: Signature blocks and formal closing of the letter
1. Conditions Precedent: Used when specific conditions must be met before proceeding with the transaction, such as regulatory approvals or third-party consents
2. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations under certain circumstances
3. Governing Law and Jurisdiction: While implied as Swiss law, may be explicitly stated for clarity, especially in cross-border transactions
4. Transaction Structure: Required for complex transactions involving multiple stages or special conditions
5. Management Retention: Include when there are specific requirements or intentions regarding current management
6. Financing: Used when the buyer needs to specify financing arrangements or conditions
1. Share Information Schedule: Detailed breakdown of share classes, rights, and current ownership structure
2. Price Calculation Schedule: If the price mechanism is complex, detailed explanation of calculation method
3. Timeline Schedule: Detailed timeline of key dates and milestones for the transaction
4. Due Diligence Checklist: Preliminary list of required documents and information for due diligence
5. Contact List: Key contact persons for both parties, including advisors and representatives
Authors
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Professional Services
Energy
Telecommunications
Consumer Goods
Industrial
Agriculture
Construction
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Corporate Strategy
Investment
Corporate Governance
Business Development
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Director
Investment Manager
Board Member
Managing Director
Legal Counsel
Company Secretary
Finance Director
Business Development Manager
Corporate Strategy Director
Shareholder Relations Manager
Transaction Manager
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