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.
Mississippi Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This Mississippi Sample Stock Purchase Agreement (the "Agreement") sets forth the terms and conditions under which Human, Inc. ("Buyer"), Physician Corporation of America ("Seller"), and Folksamerica Holding Company, Inc. ("Hold Co") agree to the sale and purchase of shares of stock in a Mississippi-based company (the "Company"). 1. Parties: — BuyerHumanna, Inc., a corporation duly organized and existing under the laws of Delaware, United States. — Seller: Physician Corporation of America, a corporation duly organized and existing under Mississippi state laws. Hold CoCo: Folksamerica Holding Company, Inc., a corporation duly organized under the laws of Mississippi. 2. Purchase and Sale of Shares: Buyer agrees to purchase, and Seller agrees to sell, ________ shares of common stock of the Company, representing _____% of the total outstanding shares. 3. Purchase Price: The agreed purchase price for the shares shall be $_________. This price shall be paid as follows: ________. 4. Closing and Effective Date: The closing of the transaction shall occur within ________ days from the execution of this Agreement. The Effective Date shall be the closing date, at which point the transfer of shares and payment of the purchase price shall take place. 5. Representations and Warranties: Both Seller and Hold Co shall represent and warrant the following: a. Authority and Power: They have the necessary legal authority to enter into this Agreement. b. Title and Ownership: The shares being sold are fully owned by Seller and are free from any third-party claims. c. No Liabilities: The Company has no undisclosed debts, liabilities, or pending litigation, except as disclosed in Exhibit A (attached). d. Compliance: The Company has complied with all applicable laws, regulations, and permits. e. Consents and Approvals: Obtaining shares and executing this Agreement do not violate any contracts or require third-party consents. 6. Indemnification: The Agreement shall include provisions for mutual indemnification by Seller and Hold Co, for breach of representations, warranties, covenants, or other obligations. 7. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located within the jurisdiction of Mississippi. Other types of Mississippi Sample Stock Purchase Agreements: 1. Simple Stock Purchase Agreement 2. Stock Purchase Agreement with Escrow 3. Stock Purchase Agreement with Earn out Provisions 4. Stock Purchase Agreement with Non-Compete Clause It is essential to consult legal experts and adapt the provided content to meet specific requirements and circumstances before executing any stock purchase agreement.
Mississippi Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This Mississippi Sample Stock Purchase Agreement (the "Agreement") sets forth the terms and conditions under which Human, Inc. ("Buyer"), Physician Corporation of America ("Seller"), and Folksamerica Holding Company, Inc. ("Hold Co") agree to the sale and purchase of shares of stock in a Mississippi-based company (the "Company"). 1. Parties: — BuyerHumanna, Inc., a corporation duly organized and existing under the laws of Delaware, United States. — Seller: Physician Corporation of America, a corporation duly organized and existing under Mississippi state laws. Hold CoCo: Folksamerica Holding Company, Inc., a corporation duly organized under the laws of Mississippi. 2. Purchase and Sale of Shares: Buyer agrees to purchase, and Seller agrees to sell, ________ shares of common stock of the Company, representing _____% of the total outstanding shares. 3. Purchase Price: The agreed purchase price for the shares shall be $_________. This price shall be paid as follows: ________. 4. Closing and Effective Date: The closing of the transaction shall occur within ________ days from the execution of this Agreement. The Effective Date shall be the closing date, at which point the transfer of shares and payment of the purchase price shall take place. 5. Representations and Warranties: Both Seller and Hold Co shall represent and warrant the following: a. Authority and Power: They have the necessary legal authority to enter into this Agreement. b. Title and Ownership: The shares being sold are fully owned by Seller and are free from any third-party claims. c. No Liabilities: The Company has no undisclosed debts, liabilities, or pending litigation, except as disclosed in Exhibit A (attached). d. Compliance: The Company has complied with all applicable laws, regulations, and permits. e. Consents and Approvals: Obtaining shares and executing this Agreement do not violate any contracts or require third-party consents. 6. Indemnification: The Agreement shall include provisions for mutual indemnification by Seller and Hold Co, for breach of representations, warranties, covenants, or other obligations. 7. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located within the jurisdiction of Mississippi. Other types of Mississippi Sample Stock Purchase Agreements: 1. Simple Stock Purchase Agreement 2. Stock Purchase Agreement with Escrow 3. Stock Purchase Agreement with Earn out Provisions 4. Stock Purchase Agreement with Non-Compete Clause It is essential to consult legal experts and adapt the provided content to meet specific requirements and circumstances before executing any stock purchase agreement.