Florida Sample Purchase and Sale Agreement Purchase and Sale of stock between GEC Acquisition Corp., Exigent International, Inc., GEC North America Corp.

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9221
• Format: Word; Rich Text

Description

Agreement for Purchase and Sale of stock between GEC Acquisition Corporation, Exigent International, Inc., GEC North America Corporation, Roger A. Gilmartin, Jacqueline R. Gilmartin, Deborah M. Bowen and Mark W. Brydges regarding the acquisition Florida Sample Purchase and Sale Agreement — Purchase and Sale of Stock between GEC Acquisition Corp., Exigent International, Inc., GET North America Corp. Introduction: The Florida Sample Purchase and Sale Agreement for the Purchase and Sale of Stock is a legal document that outlines the terms and conditions under which GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. enter into a transaction involving the transfer of stock. This agreement governs the rights, obligations, and responsibilities of all parties involved, ensuring a smooth and legally binding transaction. Main Sections of the Agreement: 1. Parties: This section identifies the parties involved in the agreement, clearly stating the names of GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. It also includes details of their legal statuses, addresses, and contact information. 2. Definitions: Here, the agreement provides a comprehensive list of terms and definitions to ensure a clear understanding of the language used throughout the document. This section includes terms such as "Stock," "Consideration," "Closing Date," and more. 3. Purchase and Sale of Stock: 3.1. Purchase and Sale: This portion outlines the terms of the stock purchase, including the number of shares, purchase price, and any allocated earn-out provisions. 3.2. Closing Conditions: It specifies the conditions that must be met before the closing of the transaction, such as obtaining any necessary regulatory approvals. 3.3. Representations and Warranties: This section includes statements made by both the buyer and the seller, ensuring the accuracy and validity of the information provided. 3.4. Covenants and Agreements: It outlines the obligations and responsibilities of each party, such as the seller's duty to cooperate in due diligence or the buyer's responsibility to provide certain documents. 3.5. Indemnification: This part sets forth the provisions regarding indemnification, specifying the procedure for claiming indemnification and the timeframe within which claims must be made. 3.6. Governing Law and Jurisdiction: It states that the agreement is governed by and construed in accordance with the laws of the state of Florida, and any disputes will be resolved in the appropriate courts of Florida. 4. Closing Procedures: 4.1. Closing Date: The specific date on which the transaction is expected to be completed is mentioned here. 4.2. Deliveries: Lists the documents and items that must be delivered by the parties during the closing, including stock certificates, legal opinions, and certificates of good standing. 4.3. Closing Adjustments: Covers any adjustments that may be necessary to account for changes in working capital, indebtedness, or other financial matters at the time of closing. Types of Florida Sample Purchase and Sale Agreements: 1. Stock Purchase Agreement: This agreement is used when one company is buying another company's stock or shares. It outlines the terms, conditions, and purchase price for the transfer of ownership. 2. Share Purchase Agreement: Similar to a stock purchase agreement, but specifically used when one party is acquiring shares of a corporation instead of stocks. 3. Asset Purchase Agreement: This agreement governs the purchase and sale of specific assets or business divisions rather than the stock or shares of a company. It outlines the assets being transferred, the purchase price, and any liabilities assumed by the buyer. Conclusion: The Florida Sample Purchase and Sale Agreement for the Purchase and Sale of Stock provides a solid framework for parties involved in such transactions, ensuring clarity, legal compliance, and protection of their rights throughout the acquisition process. It allows GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. to negotiate and establish the terms of the stock purchase, facilitating a transparent and legally binding transaction.

Florida Sample Purchase and Sale Agreement — Purchase and Sale of Stock between GEC Acquisition Corp., Exigent International, Inc., GET North America Corp. Introduction: The Florida Sample Purchase and Sale Agreement for the Purchase and Sale of Stock is a legal document that outlines the terms and conditions under which GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. enter into a transaction involving the transfer of stock. This agreement governs the rights, obligations, and responsibilities of all parties involved, ensuring a smooth and legally binding transaction. Main Sections of the Agreement: 1. Parties: This section identifies the parties involved in the agreement, clearly stating the names of GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. It also includes details of their legal statuses, addresses, and contact information. 2. Definitions: Here, the agreement provides a comprehensive list of terms and definitions to ensure a clear understanding of the language used throughout the document. This section includes terms such as "Stock," "Consideration," "Closing Date," and more. 3. Purchase and Sale of Stock: 3.1. Purchase and Sale: This portion outlines the terms of the stock purchase, including the number of shares, purchase price, and any allocated earn-out provisions. 3.2. Closing Conditions: It specifies the conditions that must be met before the closing of the transaction, such as obtaining any necessary regulatory approvals. 3.3. Representations and Warranties: This section includes statements made by both the buyer and the seller, ensuring the accuracy and validity of the information provided. 3.4. Covenants and Agreements: It outlines the obligations and responsibilities of each party, such as the seller's duty to cooperate in due diligence or the buyer's responsibility to provide certain documents. 3.5. Indemnification: This part sets forth the provisions regarding indemnification, specifying the procedure for claiming indemnification and the timeframe within which claims must be made. 3.6. Governing Law and Jurisdiction: It states that the agreement is governed by and construed in accordance with the laws of the state of Florida, and any disputes will be resolved in the appropriate courts of Florida. 4. Closing Procedures: 4.1. Closing Date: The specific date on which the transaction is expected to be completed is mentioned here. 4.2. Deliveries: Lists the documents and items that must be delivered by the parties during the closing, including stock certificates, legal opinions, and certificates of good standing. 4.3. Closing Adjustments: Covers any adjustments that may be necessary to account for changes in working capital, indebtedness, or other financial matters at the time of closing. Types of Florida Sample Purchase and Sale Agreements: 1. Stock Purchase Agreement: This agreement is used when one company is buying another company's stock or shares. It outlines the terms, conditions, and purchase price for the transfer of ownership. 2. Share Purchase Agreement: Similar to a stock purchase agreement, but specifically used when one party is acquiring shares of a corporation instead of stocks. 3. Asset Purchase Agreement: This agreement governs the purchase and sale of specific assets or business divisions rather than the stock or shares of a company. It outlines the assets being transferred, the purchase price, and any liabilities assumed by the buyer. Conclusion: The Florida Sample Purchase and Sale Agreement for the Purchase and Sale of Stock provides a solid framework for parties involved in such transactions, ensuring clarity, legal compliance, and protection of their rights throughout the acquisition process. It allows GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. to negotiate and establish the terms of the stock purchase, facilitating a transparent and legally binding transaction.