Hawaii Sample Stock Purchase Agreement between Allegheny Energy, Inc., Energy Corp. of America and Eastern Systems Corporation

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9001
• Format: Word; Rich Text

Description

Stock Purchase Agreement btwn Allegheny Energy, Inc., Energy Corp. of America and Eastern Systems Corp. dated Dec. 20, 1999. 75 pages A Sample Stock Purchase Agreement is a legally binding document outlining the terms and conditions under which a company, such as Allegheny Energy, Inc., Energy Corp. of America, and Eastern Systems Corporation, can transfer ownership of stocks. This agreement is particularly relevant for transactions involving the sale or purchase of stocks in Hawaii. Here is a detailed description of what this agreement entails, including different types if applicable: 1. Introduction: The agreement begins with a preamble that identifies the parties involved, namely Allegheny Energy, Inc. (referred to as the "Seller"), Energy Corp. of America (referred to as the "Buyer"), and Eastern Systems Corporation (referred to as the "Target Company"). It also highlights the effective date of the agreement and provides a brief overview of the transaction's purpose. 2. Purchase and Sale of Stock: This section outlines the number of shares being sold by the Seller, the purchase price per share, and the total purchase price. It also specifies any adjustments to the purchase price, such as pro rata adjustments for dividends or stock splits before the closing of the agreement. The terms regarding the transfer of stock certificates and the delivery of consideration are also included. 3. Representations and Warranties: Both the Seller and the Target Company provide representations and warranties to assure the Buyer of the accuracy of the information provided. These typically cover aspects such as corporate authority, financial statements, litigation, compliance with laws, and undisclosed liabilities. The representations and warranties section offers legal protection to the parties involved. 4. Due Diligence and Closing: This section describes the due diligence process, allowing the Buyer to investigate the Target Company's financial and operational status before closing the transaction. It sets out the confidentiality obligations, access to records, and rights of the Buyer during the due diligence period. Additionally, it details the conditions precedent that need to be fulfilled before closing, such as obtaining necessary regulatory approvals or consents. 5. Indemnification: The indemnification clause identifies the circumstances under which the parties can seek recourse if any party breaches the agreement. It establishes the rights and obligations for indemnification, including the procedures for asserting claims and the limitations on liability. This clause helps protect against any potential losses or damages incurred due to inaccurate representations or breaches of the agreement. 6. Governing Law and Jurisdiction: This section determines the governing law that will govern the interpretation and enforcement of the agreement, typically specifying Hawaii law. It also establishes the exclusive jurisdiction for any legal proceedings that may arise in connection with the agreement. Types of Hawaii Sample Stock Purchase Agreements: While there may not be different types of Sample Stock Purchase Agreements specifically applicable to Hawaii, the agreement can vary based on factors such as the nature of the transaction (e.g., asset purchase, partial acquisition), unique circumstances of the Target Company, or desired provisions by the parties involved. These variations typically reflect different terms, rights, and obligations specific to the transaction at hand, while still adhering to the underlying principles of a stock purchase agreement.

A Sample Stock Purchase Agreement is a legally binding document outlining the terms and conditions under which a company, such as Allegheny Energy, Inc., Energy Corp. of America, and Eastern Systems Corporation, can transfer ownership of stocks. This agreement is particularly relevant for transactions involving the sale or purchase of stocks in Hawaii. Here is a detailed description of what this agreement entails, including different types if applicable: 1. Introduction: The agreement begins with a preamble that identifies the parties involved, namely Allegheny Energy, Inc. (referred to as the "Seller"), Energy Corp. of America (referred to as the "Buyer"), and Eastern Systems Corporation (referred to as the "Target Company"). It also highlights the effective date of the agreement and provides a brief overview of the transaction's purpose. 2. Purchase and Sale of Stock: This section outlines the number of shares being sold by the Seller, the purchase price per share, and the total purchase price. It also specifies any adjustments to the purchase price, such as pro rata adjustments for dividends or stock splits before the closing of the agreement. The terms regarding the transfer of stock certificates and the delivery of consideration are also included. 3. Representations and Warranties: Both the Seller and the Target Company provide representations and warranties to assure the Buyer of the accuracy of the information provided. These typically cover aspects such as corporate authority, financial statements, litigation, compliance with laws, and undisclosed liabilities. The representations and warranties section offers legal protection to the parties involved. 4. Due Diligence and Closing: This section describes the due diligence process, allowing the Buyer to investigate the Target Company's financial and operational status before closing the transaction. It sets out the confidentiality obligations, access to records, and rights of the Buyer during the due diligence period. Additionally, it details the conditions precedent that need to be fulfilled before closing, such as obtaining necessary regulatory approvals or consents. 5. Indemnification: The indemnification clause identifies the circumstances under which the parties can seek recourse if any party breaches the agreement. It establishes the rights and obligations for indemnification, including the procedures for asserting claims and the limitations on liability. This clause helps protect against any potential losses or damages incurred due to inaccurate representations or breaches of the agreement. 6. Governing Law and Jurisdiction: This section determines the governing law that will govern the interpretation and enforcement of the agreement, typically specifying Hawaii law. It also establishes the exclusive jurisdiction for any legal proceedings that may arise in connection with the agreement. Types of Hawaii Sample Stock Purchase Agreements: While there may not be different types of Sample Stock Purchase Agreements specifically applicable to Hawaii, the agreement can vary based on factors such as the nature of the transaction (e.g., asset purchase, partial acquisition), unique circumstances of the Target Company, or desired provisions by the parties involved. These variations typically reflect different terms, rights, and obligations specific to the transaction at hand, while still adhering to the underlying principles of a stock purchase agreement.