A Letter of Intent to Transfer Shares is commonly used in corporate transactions governed by English and Welsh law as a preliminary step before executing a formal share transfer agreement. It typically outlines the proposed terms of the share transfer, including price, quantity, and conditions, while allowing parties to proceed with due diligence and detailed negotiations. The document serves to demonstrate serious intent and commitment while maintaining flexibility before final binding agreements are made. It's particularly useful in complex transactions where detailed terms need to be negotiated and various approvals may be required.
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1. Sender and Recipient Details: Full names, addresses, and company details of both parties involved in the share transfer
2. Subject Matter: Clear identification of shares to be transferred, including number, class, and company details
3. Intent Statement: Explicit declaration of intention to transfer the specified shares
4. Key Terms: Proposed commercial terms including price, payment terms, and timeline for the transfer
5. Conditions Precedent: Key conditions that must be satisfied before the transfer can proceed
1. Due Diligence Process: Outline of proposed due diligence requirements and process, included when buyer requires investigation period
2. Exclusivity Period: Terms of exclusive negotiation period, included when parties want to ensure no parallel negotiations
3. Confidentiality Provisions: Terms regarding confidential information sharing and usage, included when sensitive information will be exchanged
1. Share Certificate Details: Copy or details of relevant share certificates to be transferred
2. Company Information: Key company details including registration number, registered office, and business overview
3. Current Shareholding Structure: Detailed breakdown of existing share distribution and ownership
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