The key points most commonly compiled in an LOI include: type of acquisition (stock or asset), detailed list of assets (and liabilities) to be acquired, purchase price, payment method, contingencies, data required to complete due diligence, and target dates for contract signing and closing. At its most basic level, the LOI says that, as long as certain criteria specified in the LOI is as represented by the seller, the buyer will purchase the company consistent with the terms outlined in the LOI.
Of course all of these items are important, and these are the details you should be thinking about before you make the Offer to Purchase. Why? More than likely you and the seller will not agree on everything. That is to be expected, so many of the items above, as well as other items, will need to be discussed and worked out. So what should you do?