California Sample Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9316
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc. regarding guarantee of obligations and sale of shares of common stock dated December 30, 1999. 74 pages. Introduction: A California Sample Stock Purchase Agreement is a legally binding document that outlines the conditions and terms of a stock acquisition transaction between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This agreement governs the purchase and sale of shares, transfer of ownership, warranties, representations, and other necessary provisions necessary to protect the interests of all parties involved. Key Elements of the California Sample Stock Purchase Agreement: 1. Parties: This agreement involves three parties Humanna, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. 2. Stock Purchase: The agreement specifies the number of shares being purchased, their class, and the purchase price. 3. Closing Date: The closing date is when the stock sale is finalized, and all necessary documents and payments are exchanged. 4. Representations and Warranties: Each party makes various representations and warranties regarding their authority to enter into the agreement, the shares being sold, and any legal or financial liabilities associated with the shares. 5. Closing Conditions: The agreement outlines the conditions that need to be fulfilled to complete the transaction, such as obtaining necessary governmental, regulatory, or shareholder approvals. 6. Stock Certificates: It stipulates the transfer of stock certificates to the buyer upon completion of the transaction. 7. Indemnification: Provisions for indemnification protect parties against any losses, claims, or damages resulting from misrepresentations or breaches of the agreement. 8. Confidentiality: The agreement may include provisions concerning the confidentiality of non-public information shared during the due diligence or negotiation process. 9. Governing Law: The agreement specifies that it shall be governed by California law, ensuring that any disputes or legal actions will be subject to the jurisdiction of California courts. 10. Miscellaneous: This includes other miscellaneous clauses such as notices, expenses, and the entire agreement clause which states that the agreement represents the entire understanding between the parties and supersedes any prior negotiations or agreements. Types of California Sample Stock Purchase Agreements: 1. Stock Purchase Agreement for Common Shares: This type of agreement pertains to the sale and transfer of common stock between the parties involved. 2. Stock Purchase Agreement for Preferred Shares: This kind of agreement focuses on the sale and transfer of preferred stock, which may carry additional rights or privileges compared to common stock. 3. Stock Purchase Agreement with Earn out Provision: In this type of agreement, a portion of the purchase price is contingent upon future performance metrics, such as revenues or profits. To earn out provision allows for additional payments to the seller if certain milestones are achieved. 4. Stock Purchase Agreement with Escrow: This agreement involves an escrow account, typically holding a portion of the purchase price until certain conditions or post-closing adjustments are met. Conclusion: The California Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., constitutes a legally binding document that covers all the necessary aspects for a stock acquisition transaction. The agreement ensures that the rights and obligations of all parties involved are protected and offers various types of agreements or provisions catering to different requirements and circumstances.

Introduction: A California Sample Stock Purchase Agreement is a legally binding document that outlines the conditions and terms of a stock acquisition transaction between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This agreement governs the purchase and sale of shares, transfer of ownership, warranties, representations, and other necessary provisions necessary to protect the interests of all parties involved. Key Elements of the California Sample Stock Purchase Agreement: 1. Parties: This agreement involves three parties Humanna, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. 2. Stock Purchase: The agreement specifies the number of shares being purchased, their class, and the purchase price. 3. Closing Date: The closing date is when the stock sale is finalized, and all necessary documents and payments are exchanged. 4. Representations and Warranties: Each party makes various representations and warranties regarding their authority to enter into the agreement, the shares being sold, and any legal or financial liabilities associated with the shares. 5. Closing Conditions: The agreement outlines the conditions that need to be fulfilled to complete the transaction, such as obtaining necessary governmental, regulatory, or shareholder approvals. 6. Stock Certificates: It stipulates the transfer of stock certificates to the buyer upon completion of the transaction. 7. Indemnification: Provisions for indemnification protect parties against any losses, claims, or damages resulting from misrepresentations or breaches of the agreement. 8. Confidentiality: The agreement may include provisions concerning the confidentiality of non-public information shared during the due diligence or negotiation process. 9. Governing Law: The agreement specifies that it shall be governed by California law, ensuring that any disputes or legal actions will be subject to the jurisdiction of California courts. 10. Miscellaneous: This includes other miscellaneous clauses such as notices, expenses, and the entire agreement clause which states that the agreement represents the entire understanding between the parties and supersedes any prior negotiations or agreements. Types of California Sample Stock Purchase Agreements: 1. Stock Purchase Agreement for Common Shares: This type of agreement pertains to the sale and transfer of common stock between the parties involved. 2. Stock Purchase Agreement for Preferred Shares: This kind of agreement focuses on the sale and transfer of preferred stock, which may carry additional rights or privileges compared to common stock. 3. Stock Purchase Agreement with Earn out Provision: In this type of agreement, a portion of the purchase price is contingent upon future performance metrics, such as revenues or profits. To earn out provision allows for additional payments to the seller if certain milestones are achieved. 4. Stock Purchase Agreement with Escrow: This agreement involves an escrow account, typically holding a portion of the purchase price until certain conditions or post-closing adjustments are met. Conclusion: The California Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., constitutes a legally binding document that covers all the necessary aspects for a stock acquisition transaction. The agreement ensures that the rights and obligations of all parties involved are protected and offers various types of agreements or provisions catering to different requirements and circumstances.