Illinois Sample Stock Purchase Agreement between S.A. Louis Dreyfus Et CIE and Polo Ralph Lauren Corporation

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9172
• Format: Word; Rich Text

Description

Stock Purchase Agreement between S.A. Louis Dreyfus Et CIE and Polo Ralph Lauren Corporation dated November 23, 1999. 52 pages

Title: Illinois Sample Stock Purchase Agreement between S.A. Louis Dreyfus Et CIE and Polo Ralph Lauren Corporation Introduction: The Illinois Sample Stock Purchase Agreement establishes the terms and conditions governing the stock purchase transaction between S.A. Louis Dreyfus Et CIE (hereafter referred to as "Seller") and Polo Ralph Lauren Corporation (hereafter referred to as "Buyer"). This legally binding agreement ensures a smooth transfer of shares and outlines the rights and obligations of both parties involved. The following article provides a comprehensive description of the Illinois Sample Stock Purchase Agreement between the two parties, highlighting various types of agreements within Illinois jurisdiction. 1. Purpose and Scope: This section outlines the primary purpose of the Stock Purchase Agreement, which is the acquisition of shares by the Buyer from the Seller. Both parties must acknowledge the specific shares being sold and purchased, along with the agreed consideration. 2. Definitions: To ensure clarity and understanding, the agreement includes a section defining essential terms and phrases used throughout the document. This section aims to avoid any ambiguity or misinterpretation of critical terminology. 3. Purchase Price and Payment Terms: The Purchase Price section specifies the agreed-upon amount for the shares being purchased. Additionally, it outlines the terms and conditions surrounding the payment, including any installment plans, down payments, or deferred payments that may exist. 4. Representations and Warranties: This section focuses on the Seller's declarations and assertions regarding the ownership of the shares, providing assurances to the Buyer regarding their validity, accuracy, and legality. It covers aspects such as title, authority, and any outstanding agreements related to the shares. 5. Conditions to Closing: Conditions to Closing include the various pre-closing requirements that must be fulfilled by both parties. These conditions may involve obtaining necessary regulatory approvals, consents, or performing due diligence investigations to ensure both parties are aligned before proceeding with the transaction. 6. Termination and Remedies: This section outlines the circumstances under which the agreement may be terminated, along with the remedies available to either party should the other party fail to fulfill its obligations or breach any terms stated in the agreement. 7. Confidentiality and Non-Competition: Confidentiality and Non-Competition provisions ensure that sensitive information divulged during the transaction remains confidential and restricts the Seller from engaging in any activities with competitors that would harm the Buyer's interests. 8. Governing Law and Jurisdiction: As an Illinois Sample Stock Purchase Agreement, this document is subject to Illinois state law. This section establishes the governing law and jurisdiction for any disputes that may arise between the parties. 9. Miscellaneous: The Miscellaneous section addresses any additional clauses or provisions that parties may include to suit the specific terms of their agreement. This section often covers notices, amendments, entire agreement, and other general clauses. Conclusion: The Illinois Sample Stock Purchase Agreement between S.A. Louis Dreyfus Et CIE and Polo Ralph Lauren Corporation provides a framework for the purchase and sale of shares, defining the rights and responsibilities of each party involved. By adhering to the agreement, both parties can navigate the stock purchase process with clarity, ensuring a successful and lawful transaction.