Stock Purchase Agreement between Greystone Funding Corporation and Schick Technologies, Inc. regarding the purchase of outstanding capital stock dated December 27, 1999. 7 pages.
Minnesota Sample Stock Purchase Agreement between Grey stone Funding Corporation and Schick Technologies, Inc. Introduction: This Minnesota Sample Stock Purchase Agreement is entered into between Grey stone Funding Corporation (hereafter referred to as "Buyer") and Schick Technologies, Inc. (hereafter referred to as "Seller"). This agreement outlines the terms and conditions under which Buyer will purchase stock from Seller. 1. Parties to the Agreement: Buyer: Grey stone Funding Corporation, a corporation incorporated under the laws of Minnesota, having its principal place of business at [Buyer's address]. Seller: Schick Technologies, Inc., a corporation incorporated under the laws of Minnesota, having its principal place of business at [Seller's address]. 2. Agreement Overview: The Buyer agrees to purchase, and the Seller agrees to sell, a certain number of shares of common stock of Schick Technologies, Inc. (the "Stock") at a specified price per share. 3. Purchase Price: The purchase price for the Stock shall be determined by negotiations between the Buyer and the Seller and shall be payable in cash or through any other mutually agreed payment method. 4. Conditions to Closing: This section outlines the conditions that must be met before the purchase can be completed. This includes obtaining necessary approvals from regulatory authorities, compliance with all applicable laws, and any other conditions agreed upon by both parties. 5. Representations and Warranties: Both parties must make detailed representations and warranties regarding their business, financial standing, and legal compliance. This section includes statements about the Seller's authority to sell the Stock, absence of undisclosed liabilities, and accuracy of financial statements. 6. Indemnification: In case of any misrepresentation or breach of warranties by either party, this section outlines the indemnification rights and obligations. It determines how losses, damages, or expenses will be addressed and mitigated. 7. Governing Law and Jurisdiction: This agreement shall be governed by and construed under the laws of the state of Minnesota. Any disputes arising out of or relating to this agreement will be resolved in the courts of Minnesota. 8. Termination: This section denotes the circumstances under which either party has the right to terminate the agreement. It includes events such as material breach, bankruptcy, or failure to fulfill any condition precedent. Different Types of Minnesota Sample Stock Purchase Agreements between Grey stone Funding Corporation and Schick Technologies, Inc. 1. Asset Purchase Agreement: If the Buyer intends to acquire only certain assets of Schick Technologies, Inc. instead of purchasing the entire company, an Asset Purchase Agreement may be used. This agreement will outline the specific assets being transferred, liabilities assumed, and any additional terms and conditions. 2. Stock Purchase Agreement with Earn out Provisions: In some cases, the Buyer and Seller may include earn out provisions in the agreement. Earn out provisions stipulate that a portion of the purchase price will be contingent upon the future performance of the acquired company. This allows the Buyer to share the risk and reward associated with the company's future financial performance. 3. Stock Purchase Agreement with Escrow Arrangements: Sometimes, to ensure any potential indemnification claims are adequately covered, the Buyer and Seller may agree to place a portion of the purchase price into an escrow account. This protects the Buyer by providing a fund to cover any undisclosed liabilities or breaches of warranties. Conclusion: This Minnesota Sample Stock Purchase Agreement serves as a comprehensive and legally binding document that outlines the terms and conditions under which Grey stone Funding Corporation agrees to purchase stock from Schick Technologies, Inc. It establishes the rights, obligations, and protections of both parties involved in the transaction.
Minnesota Sample Stock Purchase Agreement between Grey stone Funding Corporation and Schick Technologies, Inc. Introduction: This Minnesota Sample Stock Purchase Agreement is entered into between Grey stone Funding Corporation (hereafter referred to as "Buyer") and Schick Technologies, Inc. (hereafter referred to as "Seller"). This agreement outlines the terms and conditions under which Buyer will purchase stock from Seller. 1. Parties to the Agreement: Buyer: Grey stone Funding Corporation, a corporation incorporated under the laws of Minnesota, having its principal place of business at [Buyer's address]. Seller: Schick Technologies, Inc., a corporation incorporated under the laws of Minnesota, having its principal place of business at [Seller's address]. 2. Agreement Overview: The Buyer agrees to purchase, and the Seller agrees to sell, a certain number of shares of common stock of Schick Technologies, Inc. (the "Stock") at a specified price per share. 3. Purchase Price: The purchase price for the Stock shall be determined by negotiations between the Buyer and the Seller and shall be payable in cash or through any other mutually agreed payment method. 4. Conditions to Closing: This section outlines the conditions that must be met before the purchase can be completed. This includes obtaining necessary approvals from regulatory authorities, compliance with all applicable laws, and any other conditions agreed upon by both parties. 5. Representations and Warranties: Both parties must make detailed representations and warranties regarding their business, financial standing, and legal compliance. This section includes statements about the Seller's authority to sell the Stock, absence of undisclosed liabilities, and accuracy of financial statements. 6. Indemnification: In case of any misrepresentation or breach of warranties by either party, this section outlines the indemnification rights and obligations. It determines how losses, damages, or expenses will be addressed and mitigated. 7. Governing Law and Jurisdiction: This agreement shall be governed by and construed under the laws of the state of Minnesota. Any disputes arising out of or relating to this agreement will be resolved in the courts of Minnesota. 8. Termination: This section denotes the circumstances under which either party has the right to terminate the agreement. It includes events such as material breach, bankruptcy, or failure to fulfill any condition precedent. Different Types of Minnesota Sample Stock Purchase Agreements between Grey stone Funding Corporation and Schick Technologies, Inc. 1. Asset Purchase Agreement: If the Buyer intends to acquire only certain assets of Schick Technologies, Inc. instead of purchasing the entire company, an Asset Purchase Agreement may be used. This agreement will outline the specific assets being transferred, liabilities assumed, and any additional terms and conditions. 2. Stock Purchase Agreement with Earn out Provisions: In some cases, the Buyer and Seller may include earn out provisions in the agreement. Earn out provisions stipulate that a portion of the purchase price will be contingent upon the future performance of the acquired company. This allows the Buyer to share the risk and reward associated with the company's future financial performance. 3. Stock Purchase Agreement with Escrow Arrangements: Sometimes, to ensure any potential indemnification claims are adequately covered, the Buyer and Seller may agree to place a portion of the purchase price into an escrow account. This protects the Buyer by providing a fund to cover any undisclosed liabilities or breaches of warranties. Conclusion: This Minnesota Sample Stock Purchase Agreement serves as a comprehensive and legally binding document that outlines the terms and conditions under which Grey stone Funding Corporation agrees to purchase stock from Schick Technologies, Inc. It establishes the rights, obligations, and protections of both parties involved in the transaction.