Exclusivity letter—private M&A—share purchase
Exclusivity letter—private M&A—share purchase

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Exclusivity letter—private M&A—share purchase

Strictly private and confidential

To: [Insert potential seller name]

[Insert potential seller address]

FAO: [Insert name of relevant contact at the potential seller]

Date: [insert date]

Dear [Insert name of relevant contact at the potential seller],

Proposed acquisition of the entire issued share capital of [insert target company name] Limited (the Company) from [insert seller name] (the Seller)

    1. 1

      Introduction

      We refer to our recent discussions concerning the proposed acquisition by [insert buyer name] (or a member of its group of companies) (the Buyer) of [the entire issued share capital OR [insert other description of number of shares being sold]] of the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are parties.

    1. 2

      Definitions

      In this letter, unless otherwise provided:

      Exclusivity Period

      1. means the period from the date of this letter until, and including, [insert date on which the exclusivity period ends];

      Relevant Activity

      1. means:

        1. (a)

          the sale, transfer or other disposal of all or any part of the business of the Company [and/or its subsidiaries] and/or the [material] assets of the Company [and/or its subsidiaries], other than in the ordinary course of business;

        2. (b)

          the sale, transfer or other disposal of all or any part of the issued share capital of the Company [and/or its subsidiaries] and/or the voting rights attached to such shares; and/or

        3. (c)

          any investment in the Company [and/or its

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