Illinois Sample Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9316
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc. regarding guarantee of obligations and sale of shares of common stock dated December 30, 1999. 74 pages. Illinois Sample Stock Purchase Agreement Template between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This Illinois Sample Stock Purchase Agreement ("Agreement") is entered into by and between Human, Inc. ("Buyer"), a corporation organized and existing under the laws of the State of Delaware, Physician Corporation of America ("Target"), a corporation organized and existing under the laws of the State of Illinois, and Folksamerica Holding Company, Inc. ("Seller"), a corporation organized and existing under the laws of the State of Illinois. 1. Purchase and Sale of Stock: 1.1 Subject to the terms and conditions of this Agreement, Buyer agrees to purchase and Seller agrees to sell, transfer, and deliver to Buyer, all the issued and outstanding shares of common stock of Target (the "Stock") owned by Seller. 1.2 The purchase price for the Stock shall be payable by Buyer to Seller as follows: [insert details of payment terms]. 2. Representations and Warranties: 2.1 Seller represents and warrants that it has good and marketable title to the Stock, free and clear of any liens or encumbrances, except as otherwise disclosed in writing to Buyer. 2.2 Target represents and warrants that it is duly incorporated and validly existing under the laws of the State of Illinois, and has the necessary authority to enter into this Agreement. 2.3 Both Seller and Target represent and warrant that the execution, delivery, and performance of this Agreement does not violate any applicable law or regulation, or any agreement to which they are a party. 3. Conditions to Closing: 3.1 The obligations of Buyer and Seller to consummate the purchase and sale of the Stock shall be subject to the satisfaction of certain conditions, including but not limited to the following: [insert list of conditions]. 4. Closing and Deliveries: 4.1 Closing of the purchase and sale of the Stock shall take place on the closing date designated by the parties, at a mutually agreed location. 4.2 At the closing, Seller shall deliver to Buyer all necessary stock transfer documents, certificates, and any other documents reasonably required to effectuate the transfer of the Stock. 4.3 Buyer shall deliver the purchase price to Seller as specified in Section 1.2 of this Agreement. 5. Confidentiality and Non-Disclosure: 5.1 All parties agree to keep the terms and conditions of this Agreement confidential, except to the extent required by law or necessary for the performance of their obligations under this Agreement. 6. Governing Law and Venue: 6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 6.2 Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Illinois. Different types of Stock Purchase Agreements that can exist between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., may include variations in payment terms, representations and warranties, conditions to closing, and other specific covenants and provisions tailored to the parties' unique circumstances. Disclaimer: This is a sample agreement provided for informational purposes only and should not be considered legal advice. It is recommended to consult with a qualified attorney for the preparation of a specific and legally binding Stock Purchase Agreement.

Illinois Sample Stock Purchase Agreement Template between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This Illinois Sample Stock Purchase Agreement ("Agreement") is entered into by and between Human, Inc. ("Buyer"), a corporation organized and existing under the laws of the State of Delaware, Physician Corporation of America ("Target"), a corporation organized and existing under the laws of the State of Illinois, and Folksamerica Holding Company, Inc. ("Seller"), a corporation organized and existing under the laws of the State of Illinois. 1. Purchase and Sale of Stock: 1.1 Subject to the terms and conditions of this Agreement, Buyer agrees to purchase and Seller agrees to sell, transfer, and deliver to Buyer, all the issued and outstanding shares of common stock of Target (the "Stock") owned by Seller. 1.2 The purchase price for the Stock shall be payable by Buyer to Seller as follows: [insert details of payment terms]. 2. Representations and Warranties: 2.1 Seller represents and warrants that it has good and marketable title to the Stock, free and clear of any liens or encumbrances, except as otherwise disclosed in writing to Buyer. 2.2 Target represents and warrants that it is duly incorporated and validly existing under the laws of the State of Illinois, and has the necessary authority to enter into this Agreement. 2.3 Both Seller and Target represent and warrant that the execution, delivery, and performance of this Agreement does not violate any applicable law or regulation, or any agreement to which they are a party. 3. Conditions to Closing: 3.1 The obligations of Buyer and Seller to consummate the purchase and sale of the Stock shall be subject to the satisfaction of certain conditions, including but not limited to the following: [insert list of conditions]. 4. Closing and Deliveries: 4.1 Closing of the purchase and sale of the Stock shall take place on the closing date designated by the parties, at a mutually agreed location. 4.2 At the closing, Seller shall deliver to Buyer all necessary stock transfer documents, certificates, and any other documents reasonably required to effectuate the transfer of the Stock. 4.3 Buyer shall deliver the purchase price to Seller as specified in Section 1.2 of this Agreement. 5. Confidentiality and Non-Disclosure: 5.1 All parties agree to keep the terms and conditions of this Agreement confidential, except to the extent required by law or necessary for the performance of their obligations under this Agreement. 6. Governing Law and Venue: 6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 6.2 Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Illinois. Different types of Stock Purchase Agreements that can exist between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., may include variations in payment terms, representations and warranties, conditions to closing, and other specific covenants and provisions tailored to the parties' unique circumstances. Disclaimer: This is a sample agreement provided for informational purposes only and should not be considered legal advice. It is recommended to consult with a qualified attorney for the preparation of a specific and legally binding Stock Purchase Agreement.