收购意向英文

1、LETTER OF INTENT收购意向书DateAddress:Dear :This letter con firms your and our mutual in ten ti ons with respect to the pote ntial tran sacti on described here in betwee n ( “ Buyer ” ) and( “ Seller ” ).1. Prices and Terms. We envisage that the principal terms of the proposed transaction would be substa

2、 ntially as follows:(a) Busin ess to be Acquired; Liabilities to be Assumed.We would acquiresubsta 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 developme nt bus in ess,including, without limitation:(i) .The so

3、ftware, subject to any obligations contained indisclosed lice nse agreeme nts and all related in tellectual property;(ii) .The fixed assets of Seller;(iii) .At least 70% customers will be kept at least 6 mon ths;(iv) .The goodwill associated therewith, all free and clear of any security in terests,m

4、ortgages or other en cumbra nces.(b) Con siderati on. The aggregate con siderati on for the assets and bus in ess to bepurchased would be $ ; provide, however, that the workingcapital (curre nt assets less curre nt liabilities) of the bus in ess to be purchased equals or exceeds $0, as show n on a c

5、los ing date bala nee sheet prepared in accorda nce with gen erally accepted acco unting prin ciples.(c) Due Dilige nce Review.Promptly followi ng the executi on of this letter of in te nt,you will allow us to complete our exam in ati on of your finan cial, acco un ti ng and bus in ess records and t

6、he con tracts and other legal docume nts and gen erally to complete due diligence. Any information obtained by us as a result thereof will be mai ntai ned by us in con fide nce subject to the terms of the Con fide ntiality Agreement executed by the parties and dated (the“ Con fide ntiality Agreeme n

7、t” ). The parties will cooperate to complete duedilige nce expeditiously.(d) Con duct in Ordi nary Course.In additi on to the con diti ons discussed here in andany others to be contained in a definitive written purchase agreement (the“ Purchase Agreement ” ), consummation of the acquisition would be

8、 subject to hav ing con ducted your bus in ess in the ordi nary course duri ng the period 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 prospects.(e) Definitive Purchase Agreement.All of the terms a

9、nd conditions of the proposedtran sacti on would be stated in the Purchase 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 corresp ondence concerning the Purchase Agreeme nt arising during the course of negoti

10、ations, notwithstanding that the same may be expressed in terms sig nifying a partial, prelimi nary or in terim agreeme nt betwee n the parties. Employme nt Agreeme nt.Simulta neously with the executio n of the PurchaseAgreeme nt, we would en ter into employme nt agreeme nts withon suchterms and con

11、 diti ons as would be n egotiated and agreed by them and us, including mutually agreeable provisions regarding terms, base and incentive compe nsati on, con fide ntiality, assig nment to us of in tellectual property rights in past and future work product and restrict ions on competitio n. We would a

12、lso offer emplo yment to substantially all of Seller s employees and would expect theman 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 complete and sig n the Purchase Agreement on or before an

13、d to close the transactionas promptly as practicable thereafter.2. Expenses. You and we will pay our respective expenses incident to this letter of intent, the Purchase Agreeme nt and the tran sact ions con templated hereby and thereby.3. Public Announcements. Neither you nor we will make any announ

14、cement of the proposed tran sact ion con templated by this letter of intent prior to the executi on of the Purchase Agreeme nt without the prior writte n approval of the other, which approval will not be un reas on ably withheld or delayed. The forego ing shall not restrict in any respect your and o

15、ur ability to com muni cate in formatio n concerning this letter of intent and the tran sacti ons con templated hereby to your and our, and your and our respective affiliates , officerecttirs, employees and professional advisers, and, to the extent releva nt, to third parties whose consent is requir

16、ed in connection with the tran sact ion con templated by this letter of in te nt.4. Broker s Fees.You and we have represented to each other that no brokers or finders have bee n employed who would be en titled to a fee by reas on of the tran sact ioncon templated by this letter of in te nt.5. Exclus

17、ive Negotiating Rights. In order to induce us to commit the resources, forego other pote ntial opport un ities, and in cur the legal, acco un ti ng and in cide ntal expe nsesn ecessary properly to evaluate the possibility of acquiri ng the assets and bus in ess described above, and to n egotiate the

18、 terms of, and con summate, the tran sact ion con templated hereby, you agree that for a period of x days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and age nts shall not in itiate, solicit, en courage, directly or in directly, or accept

19、any offer or proposal, regard ing the possible acquisiti on by any pers on other tha n us, in cludi ng, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary cour

20、se of bus in ess as heretofore con ducted) provide any con fide ntial in formati on regard ing your assets or bus in ess to any pers on other tha n us and our represe ntatives.6. Miscellaneous. This letter shall be governed by the substantive laws of the Hong Kong SAR, China and Macau SAR, Chi na wi

21、thout regard to con flict of law prin ciples. This letter con stitutes the en tire un dersta nding and agreeme nt betwee n the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or con tempora neous agreeme nts, represe ntati ons, warra nties and un dersta ndings of such parties (whether oral or writte n). No promise, in duceme nt.7. No Bin di ng Obligati on.Except for Sectio ns 1(c) and 2 through 6, THIS LETTER OFINTENT DOES NOT CONSTITUTE OR CREATE, AND SHALL NOT BE DEMMEDTO CONSITUTE OR CREATE, ANY LEGALLY BINDING OR