Missouri Sample Stock Purchase Agreement regarding acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9002
• Format: Word; Rich Text

Description

Stock Purchase Agreement re: acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp. dated Dec. 7, 1999. 88 pages Title: Missouri Sample Stock Purchase Agreement for Acquisition of Fremont Financial Corp. by Fin ova Capital Corp. Keywords: Stock purchase agreement, acquisition, Missouri, Fin ova Capital Corp., Fremont Financial Corp., outstanding shares Introduction: A Missouri Sample Stock Purchase Agreement outlines the terms and conditions under which Fin ova Capital Corp. agrees to acquire all outstanding shares of Fremont Financial Corp. This legally binding agreement facilitates the acquisition process by establishing the rights, obligations, and responsibilities of both parties involved. Body: 1. Title and Parties: The agreement's title clearly states it is a "Missouri Sample Stock Purchase Agreement for Acquisition of Fremont Financial Corp." The document involves two primary parties: Fin ova Capital Corp., the buyer, and Fremont Financial Corp., the seller. 2. Definitions and Interpretation: This section provides definitions for key terms used throughout the agreement, ensuring a clear understanding by all parties involved. Definitions may include terms such as "Shares," "Purchase Price," "Closing Date," and "Material Adverse Effect." 3. Acquisition Terms: (a) Purchase Price: This section specifies the agreed-upon amount Fin ova Capital Corp. will pay to acquire all outstanding shares of Fremont Financial Corp. (b) Payment Terms: The agreement outlines the payment method, including any milestones or contingencies related to the acquisition process. 4. Representations and Warranties: (a) Seller's Representations: Fremont Financial Corp. provides assurances regarding its authority to sell the shares, accurate financial statements, compliance with legal requirements, lack of undisclosed liabilities, and any necessary regulatory approvals. (b) Buyer's Representations: Fin ova Capital Corp. warrants its legal capability to purchase the shares and its financial ability to perform the obligations set forth in this agreement. 5. Covenants and Pre-Closing Matters: This section covers actions that both parties undertake before the Closing Date, including obtaining necessary consents, maintaining confidentiality, and providing access to required documentation. 6. Conditions Precedent: The agreement may include various conditions that must be met before the transaction can be completed. Such conditions may involve regulatory approvals, third-party consents, payment of the Purchase Price, and any required shareholder approval. 7. Indemnification: The indemnification clause specifies the extent to which each party is responsible for any losses, damages, or liabilities resulting from a breach of the agreement's terms by either party. 8. Governing Law and Dispute Resolution: This section highlights the jurisdiction and governing law (Missouri), exclusive venue for litigation, and alternative dispute resolution methods such as arbitration or mediation. Types of Missouri Sample Stock Purchase Agreement: 1. Missouri Sample Stock Purchase Agreement for a Cash Transaction: This type of agreement involves the acquisition of Fremont Financial Corp.'s outstanding shares by Fin ova Capital Corp., where the Purchase Price is paid entirely in cash. 2. Missouri Sample Stock Purchase Agreement for a Stock-for-Stock Transaction: This agreement type represents an acquisition where Fin ova Capital Corp. exchanges its shares for the outstanding shares of Fremont Financial Corp. Conclusion: The Missouri Sample Stock Purchase Agreement for the acquisition of Fremont Financial Corp. by Fin ova Capital Corp. is a vital legal document that outlines the terms and conditions surrounding the acquisition. It includes various sections covering purchase price, representations, warranties, indemnification, and governing law. Different types of these agreements may exist to accommodate varying transaction structures, such as cash or stock-for-stock deals.

Title: Missouri Sample Stock Purchase Agreement for Acquisition of Fremont Financial Corp. by Fin ova Capital Corp. Keywords: Stock purchase agreement, acquisition, Missouri, Fin ova Capital Corp., Fremont Financial Corp., outstanding shares Introduction: A Missouri Sample Stock Purchase Agreement outlines the terms and conditions under which Fin ova Capital Corp. agrees to acquire all outstanding shares of Fremont Financial Corp. This legally binding agreement facilitates the acquisition process by establishing the rights, obligations, and responsibilities of both parties involved. Body: 1. Title and Parties: The agreement's title clearly states it is a "Missouri Sample Stock Purchase Agreement for Acquisition of Fremont Financial Corp." The document involves two primary parties: Fin ova Capital Corp., the buyer, and Fremont Financial Corp., the seller. 2. Definitions and Interpretation: This section provides definitions for key terms used throughout the agreement, ensuring a clear understanding by all parties involved. Definitions may include terms such as "Shares," "Purchase Price," "Closing Date," and "Material Adverse Effect." 3. Acquisition Terms: (a) Purchase Price: This section specifies the agreed-upon amount Fin ova Capital Corp. will pay to acquire all outstanding shares of Fremont Financial Corp. (b) Payment Terms: The agreement outlines the payment method, including any milestones or contingencies related to the acquisition process. 4. Representations and Warranties: (a) Seller's Representations: Fremont Financial Corp. provides assurances regarding its authority to sell the shares, accurate financial statements, compliance with legal requirements, lack of undisclosed liabilities, and any necessary regulatory approvals. (b) Buyer's Representations: Fin ova Capital Corp. warrants its legal capability to purchase the shares and its financial ability to perform the obligations set forth in this agreement. 5. Covenants and Pre-Closing Matters: This section covers actions that both parties undertake before the Closing Date, including obtaining necessary consents, maintaining confidentiality, and providing access to required documentation. 6. Conditions Precedent: The agreement may include various conditions that must be met before the transaction can be completed. Such conditions may involve regulatory approvals, third-party consents, payment of the Purchase Price, and any required shareholder approval. 7. Indemnification: The indemnification clause specifies the extent to which each party is responsible for any losses, damages, or liabilities resulting from a breach of the agreement's terms by either party. 8. Governing Law and Dispute Resolution: This section highlights the jurisdiction and governing law (Missouri), exclusive venue for litigation, and alternative dispute resolution methods such as arbitration or mediation. Types of Missouri Sample Stock Purchase Agreement: 1. Missouri Sample Stock Purchase Agreement for a Cash Transaction: This type of agreement involves the acquisition of Fremont Financial Corp.'s outstanding shares by Fin ova Capital Corp., where the Purchase Price is paid entirely in cash. 2. Missouri Sample Stock Purchase Agreement for a Stock-for-Stock Transaction: This agreement type represents an acquisition where Fin ova Capital Corp. exchanges its shares for the outstanding shares of Fremont Financial Corp. Conclusion: The Missouri Sample Stock Purchase Agreement for the acquisition of Fremont Financial Corp. by Fin ova Capital Corp. is a vital legal document that outlines the terms and conditions surrounding the acquisition. It includes various sections covering purchase price, representations, warranties, indemnification, and governing law. Different types of these agreements may exist to accommodate varying transaction structures, such as cash or stock-for-stock deals.