談國外律師事務(wù)所起草的專業(yè)股權(quán)并購意見書(已修改)
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【正文】 n 更多資料請訪問.(.....)LETTER OF INTENTOctober 4, 2004To:Airwaves Sound Design Ltd.Second Floor, 25 East Second AvenueVancouver, BC, Canada V5T 1B3RE:Purchase of all of the issued and outstanding shares (the Shares)of Airwaves Sound Design Ltd. and Airwaves Digital Group Ltd.The following sets out the basic terms upon which we would be prepared to purchase the Shares. The terms are not prehensive and we expect that additional terms, including reasonable warranties and representations, will be incorporated into a formal agreement (the Formal Agreement) to be negotiated. The basic terms are as follows:1. Purchaser: InternetStudios., Inc. (the Purchaser)2. Target: Airwaves Sound Design Ltd. and Airwaves Digital Group Ltd. (collectively, the Target)3. Principal Shareholders: Alex Downie and any other shareholders of the Target (the Vendors)4. Shares: The Purchaser agrees to purchase from the Vendors and the Vendors agree to sell, assign and transfer and to cause all holders of the Shares to sell, assign and transfer to the Purchaser, the Shares free and clear of all liens, charges and encumbrances.5. Transaction: The Purchaser, the Target and the Vendors will enter into a business bination (the Combination) whereby the Purchaser will acquire all of the issued and outstanding securities of the Target from all the Vendors in exchange for 500,000 shares in the capital of the Purchaser and options to purchase 1,500,000 shares in the capital of the Purchaser at an exercise price per share equal to the price per share paid by the institutional investors in the Financing (as defined herein), which options will vest as is mutually agreed to among the Purchaser and the Vendors (the Acquisition).6. Structure: In order to facilitate the Acquisition, the Purchaser, the Target and the Vendors agree that each will use their best efforts to formulate a structure for the Combination which is acceptable to each of the parties and which is formulated to:oo ply with all necessary legal and regulatory requirements。 oo minimize or eliminate any adverse tax consequences。 and oo be as cost effective as possibl
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