Idaho Sample Stock Purchase Agreement for Purchase of Common Stock of Wholly-Owned Subsidiary by Separate Corporation A stock purchase agreement is a legally binding document that outlines the terms and conditions of the purchase of common stock of a wholly-owned subsidiary by a separate corporation. In the state of Idaho, there are various types of sample stock purchase agreements available for such transactions, including: 1. Asset Purchase Agreement: This type of stock purchase agreement focuses on the acquisition of specific assets of a wholly-owned subsidiary by a separate corporation. It details the list of assets being sold, their valuation, and any conditions or warranties related to the assets. 2. Share Purchase Agreement: Unlike an asset purchase agreement, a share purchase agreement primarily focuses on the acquisition of shares of a wholly-owned subsidiary by a separate corporation. It outlines the number of shares being purchased, the purchase price, and any accompanying terms and conditions. 3. Merger Agreement: In some cases, instead of a separate corporation purchasing the common stock of a wholly-owned subsidiary, a merger agreement may be executed. This agreement combines the subsidiary and the separate corporation into a single entity, often resulting in the subsidiary's shares being converted into shares of the acquiring corporation. This type of agreement entails complex details regarding the determination of the merger ratio, allocation of shares, and post-merger governance. 4. Stock Redemption Agreement: A stock redemption agreement focuses on the repurchase of shares of a wholly-owned subsidiary by a separate corporation rather than an acquisition from the subsidiary's shareholders. This agreement specifies the terms of the stock repurchase, such as the purchase price, payment terms, and any restrictions on the repurchased shares. In Idaho, these sample stock purchase agreements serve as essential legal instruments that ensure both parties involved in the transaction understand and consent to the terms of the purchase. They typically cover crucial aspects such as the purchase price, representations and warranties of the subsidiary and the separate corporation, conditions precedent, closing mechanisms, and post-closing obligations. It is important to note that while these sample stock purchase agreements provide a framework, they are not intended as comprehensive legal advice. Before entering into any stock purchase agreement, it is advisable to consult with a qualified attorney familiar with Idaho corporate laws to tailor the agreement to your specific needs and circumstances.