Illinois Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9146
• Format: Word; Rich Text

Description

Stock Purchase Agr. btwn Integrated Communication Networks, Inc. (a/k/a Global Access Pagers, Inc.), PhoneXchange, Inc., et al. dated January 1, 1999. 63 pages Title: Illinois Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Keywords: Stock purchase agreement, Illinois, Integrated Communication Networks, Inc., PhoneXchange, Inc. Introduction: This document serves as a detailed description of an Illinois Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. (ICN) and PhoneXchange, Inc. (PX). A stock purchase agreement is a legally binding contract that outlines the terms and conditions of the purchase and sale of shares in a corporation. In this specific case, ICN is the selling party and PX is the purchasing party. 1. Parties involved: The agreement is entered into by Integrated Communication Networks, Inc., a corporation registered in Illinois, and PhoneXchange, Inc., another Illinois-based corporation. 2. Transaction details: This Stock Purchase Agreement pertains to the sale and purchase of a predetermined number of shares of stock in Integrated Communication Networks, Inc. ICN agrees to sell, and PX agrees to purchase the specified number of shares at an agreed-upon purchase price per share. 3. Purchase price and payment terms: The purchase price per share is determined either through direct negotiation or by reference to a predetermined valuation method. The agreement requires PX to pay the total purchase price in a specific manner, usually involving cash or a combination of cash and other assets. 4. Representations and warranties: Both ICN and PX make certain representations and warranties to ensure the accuracy and completeness of information regarding the stock being purchased. These representations and warranties cover various aspects, including the validity of the stock, financial statements, regulatory compliance, and any pending legal proceedings. 5. Closing conditions: This agreement specifies the conditions that must be fulfilled or waived before the transaction can be closed. Common conditions include obtaining necessary approvals from relevant parties, compliance with applicable laws and regulations, and the absence of any material adverse change in ICN's business. Types of Illinois Sample Stock Purchase Agreements: There could be different types of Sample Stock Purchase Agreements based on specific circumstances. Some common variations include: a) Sample Stock Purchase Agreement with Earn-Out Clause: This type of agreement includes an earn-out clause, which allows for additional payments to the seller based on the future performance of the purchased company. b) Sample Stock Purchase Agreement with Non-Compete Clause: This variation may include a non-compete clause, preventing certain individuals from competing with the business being sold within a specified geographic area or for a defined period following the sale. c) Sample Stock Purchase Agreement with Escrow Account: In some cases, a portion of the purchase price may be held in an escrow account pending the resolution of certain post-closing obligations, indemnification claims, or other contingencies. Conclusion: In summary, an Illinois Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. represents a legally binding document that governs the sale and purchase of shares in ICN. This agreement encompasses various details, including purchase price, payment terms, representations and warranties, and closing conditions. Different variations of stock purchase agreements may exist, incorporating clauses such as earn-outs, non-compete provisions, or escrow arrangements based on the specific requirements of the transaction.

Title: Illinois Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Keywords: Stock purchase agreement, Illinois, Integrated Communication Networks, Inc., PhoneXchange, Inc. Introduction: This document serves as a detailed description of an Illinois Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. (ICN) and PhoneXchange, Inc. (PX). A stock purchase agreement is a legally binding contract that outlines the terms and conditions of the purchase and sale of shares in a corporation. In this specific case, ICN is the selling party and PX is the purchasing party. 1. Parties involved: The agreement is entered into by Integrated Communication Networks, Inc., a corporation registered in Illinois, and PhoneXchange, Inc., another Illinois-based corporation. 2. Transaction details: This Stock Purchase Agreement pertains to the sale and purchase of a predetermined number of shares of stock in Integrated Communication Networks, Inc. ICN agrees to sell, and PX agrees to purchase the specified number of shares at an agreed-upon purchase price per share. 3. Purchase price and payment terms: The purchase price per share is determined either through direct negotiation or by reference to a predetermined valuation method. The agreement requires PX to pay the total purchase price in a specific manner, usually involving cash or a combination of cash and other assets. 4. Representations and warranties: Both ICN and PX make certain representations and warranties to ensure the accuracy and completeness of information regarding the stock being purchased. These representations and warranties cover various aspects, including the validity of the stock, financial statements, regulatory compliance, and any pending legal proceedings. 5. Closing conditions: This agreement specifies the conditions that must be fulfilled or waived before the transaction can be closed. Common conditions include obtaining necessary approvals from relevant parties, compliance with applicable laws and regulations, and the absence of any material adverse change in ICN's business. Types of Illinois Sample Stock Purchase Agreements: There could be different types of Sample Stock Purchase Agreements based on specific circumstances. Some common variations include: a) Sample Stock Purchase Agreement with Earn-Out Clause: This type of agreement includes an earn-out clause, which allows for additional payments to the seller based on the future performance of the purchased company. b) Sample Stock Purchase Agreement with Non-Compete Clause: This variation may include a non-compete clause, preventing certain individuals from competing with the business being sold within a specified geographic area or for a defined period following the sale. c) Sample Stock Purchase Agreement with Escrow Account: In some cases, a portion of the purchase price may be held in an escrow account pending the resolution of certain post-closing obligations, indemnification claims, or other contingencies. Conclusion: In summary, an Illinois Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. represents a legally binding document that governs the sale and purchase of shares in ICN. This agreement encompasses various details, including purchase price, payment terms, representations and warranties, and closing conditions. Different variations of stock purchase agreements may exist, incorporating clauses such as earn-outs, non-compete provisions, or escrow arrangements based on the specific requirements of the transaction.