StockPurchase股权收购意向协议(英文)

Proposal to Purchase Stock of the CompanyDear Sellers: This letter is intended to summarize the prin

Proposal to Purchase Stock of the Company Dear Sellers: This letter is intended to summarize the principal terms of aproposal being considered by __________________ (the "Buyer") regarding its possible acquisition of all of the outstanding capital stock of ________________ (the "Company") from ______________("A") and _____________________, who are the Company's sole stockholders (the "Sellers"). In this letter, (i) the Buyer and the Sellers are sometimes called the "Parties," (ii) the Company and its subsidiaries are sometimes called the "Target Companies," and (iii) the Buyer's possible acquisition of the stock of the Company is sometimes called the "Possible Acquisition." PART I The Parties wish to commence negotiating adefinitive written acquisition agreement providing for the Possible Acquisition (a "Definitive Agreement"). To facilitate the negotiation of a Definitive Agreement, the Parties request that the Buyer's counsel prepare an initial draft. The execution of any such Definitive Agreement would be subject to the satisfactory completion of the Buyer's ongoing investigation of the Target Companies' business, and would also be subject to approval by the Buyer's board of directors. Based on the information currently known to the Buyer, it is proposed that the Definitive Agreement include the following terms: 1.Basic Transaction. The Sellers would sell all of the outstanding capital stock of the Company to the Buyer at the price (the "Purchase Price") set forth in Paragraph 2below. The closing of this transaction (the "Closing") would occur as soon as possible 2.Purchase Price. The Purchase Price would be $____________ (subject to adjustment as described below) and would be paid in the following manner: (a)at the Closing, the Buyer would pay the Sellers the sum of $_____ in cash; (b)at the Closing, the Buyer would deposit with amutually acceptable escrow agent the sum of $_______, which would be held in escrow for aperiod of at least _____ years in order to secure the performance of the Sellers' obligations under the Definitive Agreement and related documents; and (c)at the Closing, the Buyer would execute and deliver to each Seller an unsecured, non-negotiable, subordinated promissory note. The promissory notes to be delivered to the Sellers by the Buyer would have acombined principal amount of $_______, would bear interest at the rate of ___% per annum, would mature on the _____ anniversary of the Closing, and would provide for _____ equal [annual] [quarterly] payments of principal along with [annual] [quarterly] payments of accrued interest.