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A Letter Of Intent Share Purchase is typically used in the early stages of a share acquisition transaction when parties wish to document their serious intent to proceed with a deal while maintaining flexibility for negotiation. It serves as a roadmap for the transaction and often facilitates obtaining financing and regulatory approvals. Under U.S. jurisdiction, while most provisions are non-binding, certain clauses such as confidentiality and exclusivity are typically made binding. The document includes key commercial terms, conditions precedent, timeline for completion, and framework for due diligence, helping parties align their expectations before proceeding with detailed documentation and due diligence.

1. Parties: Identification of buyer and seller with full legal names and addresses

2. Transaction Overview: Brief description of the proposed share purchase including target company and shares to be acquired

3. Purchase Price: Proposed consideration, payment terms, and any price adjustment mechanisms

4. Due Diligence: Scope and timeline of due diligence process, including access rights and information requirements

5. Closing Conditions: Key conditions that must be met before final agreement, including regulatory approvals

6. Timeline: Expected timeline for due diligence, documentation, and closing

7. Confidentiality: Confidentiality obligations of parties regarding the transaction and shared information