Selling Price & Terms _ Amount of cash down, interest rate and term as well as description of the security the buyer is providing the seller. Structure _ Is it an asset or stock sale? How is the sale price allocated among different elements of the sale such as non_compete clause and goodwill (this is important for tax reasons and is discussed in the next section).
The parties had signed a "Memorandum of Agreement" _ viewed by the parties at the time as a Letter of Intent _ for a complex investment and stock transaction, whereby Pennzoil would purchase Getty Oil stock, and set forth general terms of the investment that had been reached in conversations, and also stipulated that the Memorandum was subject to the approval of the Board of Getty Oil. The Board of Getty Oil sooner approved the transaction and both parties announced on January 4, 1984 in a press release, an "agreement in principle" to the terms of the Memorandum. The final agreements for the merging of Texaco and Getty Oil were signed by the parties on January 6 _ 8.