Florida Sample Stock Purchase Agreement between Goshen Rubber Companies, Inc., shareholders and Wynn's International, Inc.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9157
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Goshen Rubber Companies, Inc., William P. Johnson, shareholders and Wynn's International, Inc. dated October 20, 1999. 5 pages

Florida Sample Stock Purchase Agreement between Goshen Rubber Companies, Inc., shareholders and Wynn's International, Inc. Overview: The Florida Sample Stock Purchase Agreement is a legally binding contract that outlines the terms and conditions under which Goshen Rubber Companies, Inc., and its shareholders agree to sell their stock to Wynn's International, Inc. This agreement serves as a roadmap for the acquisition, ensuring transparency and legal compliance during the transaction. Key Terms: 1. Parties: This agreement identifies Goshen Rubber Companies, Inc., and Wynn's International, Inc., as the primary parties involved in the stock purchase. 2. Stock Purchase Price: The agreement specifies the agreed-upon price at which Wynn's International, Inc., will purchase the shares held by the shareholders of Goshen Rubber Companies, Inc. 3. Representations and Warranties: This section outlines the statements made by the shareholders regarding the accuracy of information about the company's financial standing, intellectual property, contracts, and other aspects. These statements assure the buyer that the information provided is true to the best of their knowledge. 4. Closing Date and Conditions: The agreement sets a specific closing date for the transaction and outlines the conditions that need to be fulfilled before the purchase can be completed. These conditions may include obtaining necessary approvals, conducting due diligence, and compliance with any applicable laws. 5. Purchase Price Payment: The agreement defines the terms and method of payment to be made by Wynn's International, Inc., to the shareholders of Goshen Rubber Companies, Inc. This may include cash, shares of Wynn's International, Inc., or a combination thereof. 6. Indemnification: This section specifies the obligations of the parties to indemnify and hold harmless each other in case of any claims, liabilities, or losses arising from the stock purchase. It helps protect both parties from potential risks related to the transaction. 7. Governing Law and Jurisdiction: The agreement explicitly states that it shall be governed by the laws of the state of Florida and any disputes or claims arising out of the agreement will be resolved in the designated Florida courts. Types of Florida Sample Stock Purchase Agreements: 1. Asset Purchase Agreement: This type of agreement is used when Wynn's International, Inc., intends to acquire specific assets of Goshen Rubber Companies, Inc., rather than purchasing all of its stock. 2. Share Purchase Agreement with Earn out Provision: If the shareholders agree to receive additional compensation based on certain future performance milestones of Goshen Rubber Companies, Inc., a Darn out provision may be included in the agreement. 3. Stock Purchase Agreement with Escrow Hold back: In cases where there are potential post-closing indemnification claims or uncertainties, a portion of the purchase price may be held in escrow for a specified period. This protects Wynn's International, Inc., while allowing the shareholders to address any claims that may arise. Conclusion: The Florida Sample Stock Purchase Agreement between Goshen Rubber Companies, Inc., shareholders and Wynn's International, Inc., lays out the terms of the stock purchase in a clear and comprehensive manner. By defining key terms and conditions, this agreement ensures a smooth and legally binding transaction between both parties.