영문 의향서(LOI, ALTERNATE FORM)

LETTER OF INTENT

문서서식포탈비즈폼

 

ALTERNATE FORM

 

Name and address of seller

 

Dear  _________________

 

 

We hereby confirm that XYZ Corporation (XYZ)is willing to purchase (insert name of seller's corporation) and its wholly owned subsidiaries (collectively known as seller) on the terms and subject to the conditions set forth in this letter, subject to our further investigation of seller and to negotiation and execution of a definitive acquisition agreement containing representations and warranties acceptable to us.

We believe the terms of the acquisition should be as follows

 

1. In exchange for 100 percent of the capital stock of seller, we will pay an aggregate purchase price of (insert dollar amount) cash and interest-bearing notes at closing and a contingent payment to be made in the forth year thereafter.

 

2. The contingent element of the purchase price would be calculated by reference to the profits earned, during the three calendar years following closing, from the seller's product lines based on the present key manager profit-sharing plan you described as now being in effect at seller.

 

3. The owners of the capital shares will enter into four-year(the number of years is negotiable; advantages and disadvantages exist for long and short periods depending on the individuals) employment agreements with XYZ, The employment agreements will provide for compensation at no less than that presently being paid by seller to the owners.

 

4. The owners will enter into a five-year(the number of years is negotiable, but longer is better than shorter in general) noncompetition agreement with seller or XYZ.

In order to enter into a binding agreement with seller, XYZ will need to make the following further investigations :

 

A. talk to all key employees of seller.

 

B. Review seller's key patents, licenses, and know-how and have the opportunity to discuss them with all relevant parties.

 

C. Review in detail the seller's financial statements and income tax returns for the five years ended December 31, (year), and those for all interim periods from the last calendar year to the date of closing.  XYZ needs to make such investigations of those financial statements as deemed by XYZ to be necessary to ascertain that such financial statements accurately portray the financial position, results of operations, and cash flow for the seller, in accordance with generally accepted accounting principles consistently applied during those periods.

 

Because XYZ needs to make further investigations and to negotiate the details of the proposed transaction, this letter should not be regraded as an offer that your acceptance would make the above terms legally binding on XYZ and on seller.

However, we sincerely hope our further discussions with you will lead to the execution of a binding acquisition agreement for XYZ of seller.

 

 

 

Very truly yours.

(Name and title)

 

 

Agreed to on ________________________

 

_______________________________________

(Name)

 

_________________________________________

(Company)