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Letter Of Intent M&A Template
Need a Letter of Intent M&A Template for our Singapore-based technology company to acquire a US software development firm, with specific focus on IP rights protection and employee retention clauses, targeted for completion by March 2025.
1. Identification of Parties: Full legal names, registration numbers, and addresses of both the buyer and seller
2. Transaction Overview: Brief description of the proposed transaction structure and key objectives
3. Purchase Price: Indicative purchase price or price range, including payment terms and conditions
4. Due Diligence: Scope, process, and timeline for conducting due diligence investigations
5. Exclusivity: Terms and duration of exclusive negotiations between parties
6. Confidentiality: Obligations regarding confidential information sharing and non-disclosure
1. Key Employee Retention: Terms for retention of key employees and management team members
2. Break Fee: Provisions for compensation if the transaction fails under specific circumstances
3. Regulatory Approvals: Requirements and process for obtaining necessary regulatory clearances
4. Financing Conditions: Conditions related to securing necessary financing for the transaction
5. Post-Closing Covenants: Preliminary agreements regarding post-transaction operations and integration
1. Schedule A - Transaction Timeline: Detailed timeline of key milestones and deadlines for the transaction
2. Schedule B - Key Assets: Preliminary list of material assets included in the transaction scope
3. Schedule C - Due Diligence Checklist: Initial list of required documents and information for due diligence
4. Schedule D - Key Terms Summary: Summary of principal commercial terms and conditions
Authors
Target Company
Target Business
Proposed Transaction
Purchase Price
Due Diligence Period
Exclusivity Period
Confidential Information
Business Day
Definitive Agreement
Material Adverse Change
Closing
Binding Provisions
Non-Binding Provisions
Break Fee
Permitted Recipients
Representatives
Subsidiary
Share Capital
Completion Date
Transaction Documents
Working Hours
SGD
Singapore Dollars
Board of Directors
Intellectual Property Rights
Purchase Price and Payment Terms
Due Diligence
Exclusivity
Confidentiality
No-Shop/Go-Shop Provisions
Access to Information
Binding Effect
Non-Binding Effect
Break Fee
Costs and Expenses
Timeline
Regulatory Approvals
Employee Matters
Governing Law
Notices
Termination Rights
Good Faith Negotiations
Public Announcements
Third Party Rights
Assignment
Entire Agreement
Amendments
Counterparts
Survival
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