Delaware Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penncorp Financial Group, Inc. regarding issued and outstanding shares common stock

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9222
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Reassur America Life Insurance Company and Penncorp Financial Group, Inc. regarding issued and outstanding shares of common stock dated January 7, 2000. 64 pages. Delaware Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. Regarding Issued and Outstanding Shares of Common Stock Introduction: This Delaware Sample Stock Purchase Agreement outlines the terms and conditions governing the purchase of issued and outstanding shares of common stock between Reassure America Life Insurance Co. (hereinafter referred to as "Buyer") and Penn corp Financial Group, Inc. (hereinafter referred to as "Seller"). The agreement aims to define the rights, responsibilities, and obligations of both parties involved in the transaction. Key Terms and Provisions: 1. Purchase Price: The agreement shall clearly state the mutually agreed-upon purchase price for the issued and outstanding shares of common stock. This price may be subject to adjustment based on certain conditions and should be explicitly stated. 2. Closing Date: The agreement must specify the date on which the purchase shall be completed, known as the closing date. This includes transactional formalities such as the delivery of the stock certificates and payment of the purchase price by the Buyer. 3. Representations and Warranties: Both Buyer and Seller will provide representations and warranties regarding their respective authority to engage in the transaction, the legality of the agreement, and the accuracy of any financial information disclosed. 4. Covenants: The agreement may include specific covenants that regulate the behavior of both parties during the transaction or post-closing. These may cover matters such as non-competition, confidentiality, and cooperation. 5. Purchase Agreement Termination: Key provisions stating the circumstances under which the agreement may be terminated, such as breach of representations, failure to satisfy conditions precedent, or by mutual agreement, should be included. 6. Indemnification: Buyer and Seller will agree on the extent to which one party agrees to indemnify the other in the event of losses, damages, or liabilities arising before or after the closing, subject to certain limitations. 7. Governing Law: The agreement will specify that Delaware law governs its interpretation, implementation, and any disputes between the parties. Additionally, the choice of jurisdiction for any legal actions or proceedings should be mentioned. Types of Delaware Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Consideration: In this type of agreement, the consideration for the purchase of the issued and outstanding shares consists of cash payment by the Buyer to the Seller. 2. Stock Purchase Agreement with Exchange of Securities: This agreement involves the exchange of securities, such as shares of the Buyer's stock, in consideration for the issued and outstanding shares being purchased. 3. Stock Purchase Agreement with Earn-Out Provisions: This agreement structure includes additional payment provisions contingent upon the future financial performance of the acquired company. Conclusion: The Delaware Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. clearly governs the terms and conditions of purchasing the issued and outstanding shares of common stock. The agreement encompasses key provisions, including the purchase price, closing date, representations and warranties, covenants, termination, indemnification, and choice of governing law. Depending on the specific transaction and its terms, different types of agreements, such as those with cash consideration, securities exchange, or earn-out provisions, may be utilized.

Delaware Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. Regarding Issued and Outstanding Shares of Common Stock Introduction: This Delaware Sample Stock Purchase Agreement outlines the terms and conditions governing the purchase of issued and outstanding shares of common stock between Reassure America Life Insurance Co. (hereinafter referred to as "Buyer") and Penn corp Financial Group, Inc. (hereinafter referred to as "Seller"). The agreement aims to define the rights, responsibilities, and obligations of both parties involved in the transaction. Key Terms and Provisions: 1. Purchase Price: The agreement shall clearly state the mutually agreed-upon purchase price for the issued and outstanding shares of common stock. This price may be subject to adjustment based on certain conditions and should be explicitly stated. 2. Closing Date: The agreement must specify the date on which the purchase shall be completed, known as the closing date. This includes transactional formalities such as the delivery of the stock certificates and payment of the purchase price by the Buyer. 3. Representations and Warranties: Both Buyer and Seller will provide representations and warranties regarding their respective authority to engage in the transaction, the legality of the agreement, and the accuracy of any financial information disclosed. 4. Covenants: The agreement may include specific covenants that regulate the behavior of both parties during the transaction or post-closing. These may cover matters such as non-competition, confidentiality, and cooperation. 5. Purchase Agreement Termination: Key provisions stating the circumstances under which the agreement may be terminated, such as breach of representations, failure to satisfy conditions precedent, or by mutual agreement, should be included. 6. Indemnification: Buyer and Seller will agree on the extent to which one party agrees to indemnify the other in the event of losses, damages, or liabilities arising before or after the closing, subject to certain limitations. 7. Governing Law: The agreement will specify that Delaware law governs its interpretation, implementation, and any disputes between the parties. Additionally, the choice of jurisdiction for any legal actions or proceedings should be mentioned. Types of Delaware Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Consideration: In this type of agreement, the consideration for the purchase of the issued and outstanding shares consists of cash payment by the Buyer to the Seller. 2. Stock Purchase Agreement with Exchange of Securities: This agreement involves the exchange of securities, such as shares of the Buyer's stock, in consideration for the issued and outstanding shares being purchased. 3. Stock Purchase Agreement with Earn-Out Provisions: This agreement structure includes additional payment provisions contingent upon the future financial performance of the acquired company. Conclusion: The Delaware Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. clearly governs the terms and conditions of purchasing the issued and outstanding shares of common stock. The agreement encompasses key provisions, including the purchase price, closing date, representations and warranties, covenants, termination, indemnification, and choice of governing law. Depending on the specific transaction and its terms, different types of agreements, such as those with cash consideration, securities exchange, or earn-out provisions, may be utilized.