Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
Date
{{date}}
To: The Board of Directors
{{acquirer_company_name}}
{{acquirer_company_address}}
Purchase Price and Payment Terms
The purchase price for each share tendered shall be {{price_per_share}} ({{currency}}) as agreed upon between the Shareholder and the Acquirer. The total consideration for the shares tendered will be {{total_consideration}} ({{currency}}).
Payment shall be made in {{payment_method}} (e.g., cash, electronic transfer) on or before {{payment_due_date}}, upon successful transfer of the shares and fulfillment of all conditions precedent.
All bank charges and other transaction costs associated with the payment shall be borne by {{payer_of_transaction_costs}}.
Conditions Precedent
This Tender of Shares is conditional upon the satisfaction of the following conditions precedent, unless otherwise waived in writing by the parties:
a) The successful completion of due diligence by the Acquirer into the Company to the Acquirer's sole satisfaction by {{due_diligence_completion_date}}.
b) The approval of this acquisition by the board of directors and/or shareholders of the Acquirer, if required, by {{acquirer_approval_date}}.
c) The receipt of all necessary regulatory approvals, if any, by {{regulatory_approval_date}}.
d) The execution of a definitive Share Purchase Agreement (SPA) by {{SPA_execution_date}}.
Representations and Warranties
The Shareholder hereby represents and warrants to the Acquirer that:
a) The Shareholder is the sole legal and beneficial owner of the shares tendered and has the full right, power, and authority to sell and transfer such shares.
b) The shares are free and clear of all liens, encumbrances, charges, and pre-emptive rights, and there are no agreements or understandings that would prevent the transfer of the shares.
c) There are no outstanding options, warrants, or other rights to subscribe for or purchase any of the shares.
d) All corporate actions required to be taken by the Shareholder to authorise the execution, delivery, and performance of this Tender of Shares have been duly taken.
Governing Law and Jurisdiction
This Tender of Shares shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.
Any dispute arising out of or in connection with this Tender of Shares shall be subject to the exclusive jurisdiction of the courts of {{dispute_resolution_jurisdiction}}.
Confidentiality
All parties agree to keep the terms and conditions of this Tender of Shares, and any information exchanged during the course of due diligence and negotiations, strictly confidential, save for disclosures required by law or to their respective professional advisors.
Acceptance of Tender
This Tender of Shares constitutes an offer and shall remain open for acceptance by the Acquirer until {{offer_expiry_date}}. Acceptance must be communicated in writing to the Shareholder at the address provided above.
Signature
Sincerely,
___________________________
{{shareholder_name}}
Date: {{signature_date}}
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