Connecticut Sample Stock Purchase Agreement between Earthlink Network, Inc. and Apple Computer, Inc. Limited

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9282
• Format: Word; Rich Text

Description

Preferred Stock Purchase Agreement between Earthlink Network, Inc. and Apple Computer, Inc. Limited regarding the purchase of Series C Preferred Stock shares dated January 4, 2000. 23 pages. Connecticut Sample Stock Purchase Agreement between Earthling Network, Inc. and Apple Computer, Inc. Limited This Sample Stock Purchase Agreement is a legally binding document that outlines the terms and conditions of the stock purchase transaction between Earthling Network, Inc. (the "Seller") and Apple Computer, Inc. Limited (the "Buyer"). 1. Parties Involved: The agreement is between Earthling Network, Inc., a technology company based in Connecticut, and Apple Computer, Inc. Limited, a renowned multinational technology company. Both parties understand that this agreement will have legal consequences and have entered into it willingly and with full knowledge of its implications. 2. Stock Purchase Transaction: The Seller agrees to sell and the Buyer agrees to purchase a certain number of shares of Earthling Network, Inc. stock. The agreement specifies the total consideration for the shares, which can be either a fixed amount or variable based on the agreed-upon valuation of the company. 3. Representations and Warranties: Both the Seller and the Buyer provide certain representations and warranties to ensure that the stock purchase is carried out smoothly and accurately. These may include the Seller's representation of ownership, authority to sell, and absence of any encumbrances on the shares. 4. Purchase Price and Payment Terms: The agreement outlines the agreed-upon purchase price for the shares and the payment terms. It specifies whether the payment will be made in cash, through the issuance of promissory notes, or a combination of both. Additionally, any specific conditions or escrow arrangements related to the payment are mentioned. 5. Closing and Deliveries: The agreement elaborates on the closing procedures, including the date and location, and the documents that need to be delivered by both parties. This may include stock certificates, bills of sale, or any other relevant documents necessary to carry out the stock purchase. 6. Conditions Precedent: Certain conditions must be fulfilled before the agreement becomes effective. These conditions may include obtaining regulatory approvals, completion of due diligence, or any other mutually agreed-upon conditions. 7. Indemnification: The agreement includes provisions related to indemnification, wherein both parties agree to indemnify and hold harmless each other from any third-party claims, liabilities, or damages arising from the stock purchase transaction. 8. Termination and Governing Law: The agreement outlines the circumstances under which either party can terminate the agreement. It also states the governing law that will be applicable to interpreting and enforcing the provisions of the agreement, typically the laws of the state of Connecticut. 9. Confidentiality: Both parties acknowledge the confidentiality of any non-public information shared during the negotiation and execution of this agreement. They agree not to disclose such information to third parties without prior written consent, except as required by law or regulatory authorities. Various types of Stock Purchase Agreements in Connecticut can include: — Simple Stock Purchase Agreement: An agreement where the stock purchase transaction involves a straightforward transfer of shares between the Seller and the Buyer. — Stock Purchase Agreemenwithinroutputut Provision: An agreement where a portion of the purchase price is contingent upon the achievement of specific performance targets or milestones by the company being sold. — Stock Purchase Agreement with Escrow: An agreement where a portion of the purchase price is held in escrow for a specified period to cover any potential indemnification claims or breaches of representations and warranties. It is essential that parties seek legal counsel to customize and adapt the agreement to their specific needs and circumstances.

Connecticut Sample Stock Purchase Agreement between Earthling Network, Inc. and Apple Computer, Inc. Limited This Sample Stock Purchase Agreement is a legally binding document that outlines the terms and conditions of the stock purchase transaction between Earthling Network, Inc. (the "Seller") and Apple Computer, Inc. Limited (the "Buyer"). 1. Parties Involved: The agreement is between Earthling Network, Inc., a technology company based in Connecticut, and Apple Computer, Inc. Limited, a renowned multinational technology company. Both parties understand that this agreement will have legal consequences and have entered into it willingly and with full knowledge of its implications. 2. Stock Purchase Transaction: The Seller agrees to sell and the Buyer agrees to purchase a certain number of shares of Earthling Network, Inc. stock. The agreement specifies the total consideration for the shares, which can be either a fixed amount or variable based on the agreed-upon valuation of the company. 3. Representations and Warranties: Both the Seller and the Buyer provide certain representations and warranties to ensure that the stock purchase is carried out smoothly and accurately. These may include the Seller's representation of ownership, authority to sell, and absence of any encumbrances on the shares. 4. Purchase Price and Payment Terms: The agreement outlines the agreed-upon purchase price for the shares and the payment terms. It specifies whether the payment will be made in cash, through the issuance of promissory notes, or a combination of both. Additionally, any specific conditions or escrow arrangements related to the payment are mentioned. 5. Closing and Deliveries: The agreement elaborates on the closing procedures, including the date and location, and the documents that need to be delivered by both parties. This may include stock certificates, bills of sale, or any other relevant documents necessary to carry out the stock purchase. 6. Conditions Precedent: Certain conditions must be fulfilled before the agreement becomes effective. These conditions may include obtaining regulatory approvals, completion of due diligence, or any other mutually agreed-upon conditions. 7. Indemnification: The agreement includes provisions related to indemnification, wherein both parties agree to indemnify and hold harmless each other from any third-party claims, liabilities, or damages arising from the stock purchase transaction. 8. Termination and Governing Law: The agreement outlines the circumstances under which either party can terminate the agreement. It also states the governing law that will be applicable to interpreting and enforcing the provisions of the agreement, typically the laws of the state of Connecticut. 9. Confidentiality: Both parties acknowledge the confidentiality of any non-public information shared during the negotiation and execution of this agreement. They agree not to disclose such information to third parties without prior written consent, except as required by law or regulatory authorities. Various types of Stock Purchase Agreements in Connecticut can include: — Simple Stock Purchase Agreement: An agreement where the stock purchase transaction involves a straightforward transfer of shares between the Seller and the Buyer. — Stock Purchase Agreemenwithinroutputut Provision: An agreement where a portion of the purchase price is contingent upon the achievement of specific performance targets or milestones by the company being sold. — Stock Purchase Agreement with Escrow: An agreement where a portion of the purchase price is held in escrow for a specified period to cover any potential indemnification claims or breaches of representations and warranties. It is essential that parties seek legal counsel to customize and adapt the agreement to their specific needs and circumstances.