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This model stock letter of intent splits a nonbinding purchase proposal from binding process terms. Part I covers cash, a seller note, escrow, and a working-capital adjustment. Part II binds access, a no-shop with a break-up fee, confidentiality, and Delaware law.
Owners receiving a stock letter of intent can separate the nonbinding price from the binding no-shop, access, and confidentiality terms. Advisors can walk a client through the escrow and seller note.
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