收購意向英文

1、LETTER OF INTENT收購意向書DateAddress:Dear :This letter con firms your and our mutual inten ti ons with respect to the poten tial tran sacti on described here in betwee n ( “ Buyer ” ) and(“Seller ”).1. Prices and Terms. We envisage that the principal terms of the proposedtra nsacti on would be substa nt

2、ially as follows:(a) Busin ess to be Acquired; Liabilities to be Assumed.We wouldacquire substa ntially all of the assets, tan gible and intan gible, owned by Seller that are used in, or n ecessary for the con duct of, its software devel opment bus in ess, in clud ing, without limitati on:The softwa

3、re, subject to any obligations contained indisclosed lice nse agreeme nts and all related in tellectual prop erty; The fixed assets of Seller;At least 70% customers will be kept at least 6 mon ths;The goodwill associated therewith, all free and clear of any security in terests, mortgages or other en

4、 cumbra nces.Con sideratio n.The aggregate con sideratio n for the assets andbus in ess to be pu rchased would be $; pr ovide,however, that the work ing cap ital (curre nt assets less curre nt liabilities) of the bus in ess to be pu rchased equals or exceeds $0, as show n on a clos ing date bala nee

5、 sheet prep ared in accorda nee with gen erally acce pted acco un ti ng princip les.Due Dilige nee Review.P rom ptiy followi ng the executi on of this letter ofin te nt, you will allow us to comp lete our exam in atio n of your finan cial, acco unting and bus in ess records and the con tracts and ot

6、her legal docume nts and gen erally to comp lete due dilige nee. Any in formatio n obta ined by us as a result thereof will be maintained by us in con fide nee subject to the terms of the Con fide ntiality Agreeme nt executed by the p arties and dated (the“ Con fide ntiality Agreeme nt” ).The p arti

7、es will coop erate to comp lete due dilige nee exp editiously.Conduct in Ordinary Course.In additi on to the con diti ons discussedhere in and any others to be contained in a defi nitive writte n pu rchase agreement (the“ Purchase Agreement ” ), consummation of the(i).(ii) .(iii) .(iv) .(b)(c)(d)acq

8、uisiti on would be subject to hav ing con ducted your bus in ess in the ordinary course duri ng the p eriod betwee n the date hereof and the date of clos ing and there hav ing bee n no material adverse cha nge in your bus in ess, finan cial con diti on or prosp ects.Defin itive Purchase Agreeme nt.

9、All of the terms and con diti ons of the prop osed tran sacti on would be stated in the Pu rchase Agreeme nt, to be n egotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or writte n stateme nts or corres pondence concerning the Purchase Agreeme nt aris ing dur

10、i ng the course of n egotiati ons, no twithsta nding that the same may be expr essed in terms sig ni fyi ng a p artial, p relimi nary or in terim agreeme nt betwee n the p arties.(f)EmpI oyme nt Agreeme nt.Simulta neously with the executio n of thePurchase Agreeme nt, we would en ter into employment

11、 agreeme nts withon such terms and con diti ons as would be n egotiated andagreed by them and us, in clud ing mutually agreeable pr ovisi ons regard ing terms, base and incen tive compen satio n, con fide ntiality, assig nment to us of in tellectual prop erty rights in p ast and future work p roduct

12、 and restricti ons on comp etitio n. We would also offer empIo yment to substantially all of Seller' s empioyees and would expectthe man ageme nt team to use its reas on able best efforts to assist us to employ these in dividuals.(g)Timing. We and you would use all reas on able efforts to comp l

13、ete and sign the Purchase Agreement on or before and to closethe tran sacti on as promp tly as p racticable thereafter.2.Expen ses. You and we will pay our resp ective expen ses in cide nt to this letter of intent, the Purchase Agreeme nt and the tran sacti ons contemp lated hereby and thereby.3.Pub

14、lic Announ ceme nts.Neither you nor we will make any announ ceme ntof the prop osed tra nsacti on contemp lated by this letter of intent p rior to the executi on of the Purchase Agreeme nt without the p rior writte n appr oval of the other, which appr oval will not be un reas on ably withheld or del

15、ayed. The forego ing shall not restrict in any respect your and our ability to com muni cate in formati on concerning this letter of intent and the tran sacti ons contemp lated hereby to your and our, and your and our respect ive affiliates ' , officers, directors, empio yees and p rofessi onal

16、advisers, and, to the exte nt releva nt, to third p arties whose consent is required in conn ecti on with the tran sacti on contemp lated by this letter of intent.4.Broker ' s Fees. You and we have represented to each other that no brokersor fin ders have bee n empio yed who would be en titled t

17、o a fee by reas on of the tra nsacti on contemp lated by this letter of intent.5.Exclusive Negotiat ing Rights.In order to in duce us to commit the6.resources, forego other poten tial opportun ities, and in cur the legal, acco unting and in cide ntal expen ses n ecessary prop erly to evaluate the p

18、ossibility of acquiri ng the assets and bus in ess described above, and to n egotiate the terms of, and con summate, the tra nsacti on contemp lated hereby, you agree that for a p eriod of x days after the date hereof, you, your affiliates and your and their resp ective officers, directors, empio ye

19、es and age nts shall not in itiate, solicit, en courage, directly or in directly, or acce pt any offer or prop osal, regard ing the p ossible acquisiti on by any person other tha n us, in clud ing, without limitati on, by way of a pu rchase of shares, pu rchase of assets or merger, of all or any sub

20、sta ntial part of your equity securities or assets, and shall not (other tha n in the ordinary course of bus in ess as heretofore con ducted) p rovide any con fide ntial in formatio n regard ing your assets or bus in ess to any person other tha n us and our rep rese ntatives. Miscellan eous. This le

21、tter shall be gover ned by the substa ntive laws of the Ho ng Kong SAR, Chi na and Macau SAR, Chi na without regard to con flict of law princip les. This letter con stitutes the en tire un dersta nding and agreeme nt betwee n the p arties hereto and their affiliates with respect to its subject matte

22、r and sup ersedes all p rior or contemporan eous agreeme nts, rep rese ntati ons, warra nties and un dersta ndings of such p arties (whether oral or writte n). No pro mise, in duceme nt.7.No Bi nding Obligatio n.Exce pt for Sectio ns 1(c) and 2 through 6, THISLETTER OF INTENT DOES NOT CONSITITUTE OR CREATE, AND SHALL NOT BE DEMMED TO CONSITUTE OR CREATE, ANY LEGALL Y BINDING OR ENFORCEABLE