Connecticut Sample Stock Purchase Agreement: This Connecticut Sample Stock Purchase Agreement is entered into between Vlasic Foods International, Inc. ("Buyer"), Money's Foods (U.S.) Ltd. ("Seller"), and Money's Mushrooms, Ltd. ("Target Company"). This agreement outlines the terms and conditions for the purchase of stock in the Target Company by the Buyer. Key Keywords: Connecticut, Sample Stock Purchase Agreement, Vlasic Foods International, Money's Foods (U.S.) Ltd., Money's Mushrooms, Ltd. 1. Parties: a) Buyer: Vlasic Foods International, Inc. b) Seller: Money's Foods (U.S.) Ltd. c) Target Company: Money's Mushrooms, Ltd. 2. Stock Purchase: a) Buyer agrees to purchase a specified number of shares from Seller. b) Seller agrees to sell and transfer the shares to the Buyer. c) Purchase price and payment terms are detailed in the agreement. 3. Representations and Warranties: a) Both Buyer and Seller provide representations regarding their authority, power, and legality. b) Target Company provides representations about its corporate status, financial condition, and assets. c) These representations are made to ensure the accuracy and reliability of the transaction. 4. Purchase Price and Payment: a) The agreement specifies the purchase price per share and the total purchase price. b) Payment terms, including any installments or milestones, are outlined. c) Buyer may have the right to adjust the final payment based on the fulfillment of certain conditions. 5. Closing Conditions: a) Conditions for closing the transaction are provided. b) These may include obtaining necessary approvals, completion of due diligence, and compliance with legal requirements. c) The agreement outlines the timeframe and process for closing. 6. Indemnification: a) Buyer and Seller agree to indemnify each other for any losses, damages, or liabilities arising from breaches of representations or warranties. b) The agreement specifies the limitations and procedures for making indemnification claims. 7. Governing Law and Jurisdiction: a) The agreement identifies Connecticut as the governing law. b) It specifies the courts or arbitration panels that have jurisdiction in case of disputes. Types of Connecticut Sample Stock Purchase Agreements: 1. Connecticut Sample Stock Purchase Agreement — Standard Version— - The basic agreement between Buyer, Seller, and Target Company regarding the stock purchase, including common terms and conditions. 2. Connecticut Sample Stock Purchase Agreement — Customized Version— - A modified version of the agreement, tailored to the unique requirements of the parties involved. — It may include additional clauses, specific representations, or indemnification provisions. 3. Connecticut Sample Stock Purchase Agreement — Shareholder Approval— - An agreement that includes provisions requiring shareholder approval before the stock purchase can legally proceed. — This may be necessary to comply with Target Company's bylaws or any specific regulations applicable to the transaction. 4. Connecticut Sample Stock Purchase Agreement Earn outut Provision: - An agreement that includes a Darn out provision, where a portion of the purchase price is contingent upon achieving certain financial or operational targets after closing. — This allows for additional payment based on the performance of the Target Company in the future. Note: The specific types of agreements may vary based on the parties' negotiation, requirements, and the nature of the stock purchase transaction. Disclaimer: This is a fictional example and should not be considered legal or financial advice. It is recommended to consult a professional attorney for creating specific stock purchase agreements.