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Montana Sample Stock Purchase Agreement between The American Education Corporation and Andrew K. Gardner

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US-EG-9017
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Stock Purchase Agreement dated December 23, 1999. 36 pages
Montana Sample Stock Purchase Agreement — American Education Corporation and Andrew K. Gardner This Montana Sample Stock Purchase Agreement ("Agreement") is entered into between The American Education Corporation, a corporation organized and existing under the laws of the state of Montana, with its principal place of business at [Address], hereinafter referred to as "Seller," and Andrew K. Gardner, an individual residing in the state of Montana, with an address at [Address], hereinafter referred to as "Purchaser." 1. Transaction Details: The Seller agrees to sell, transfer, and assign to the Purchaser, and the Purchaser agrees to purchase from the Seller, a certain number of shares representing [percentage] of the issued and outstanding common stock of the American Education Corporation ("Corporation"), subject to the terms and conditions set forth in this Agreement. 2. Purchase Price: The total purchase price for the shares shall be [amount], payable as follows: a. [amount] to be paid at the closing of the transaction by certified check or wire transfer to an account designated by the Seller. b. [amount] to be paid within [time period] from the closing date as an earn out, subject to the fulfillment of certain performance milestones and final adjustment calculations. 3. Closing: The closing of the transaction shall take place at the Corporation's principal place of business or any other mutually agreed location within [number] days from the execution of this Agreement. At the closing, the Seller shall deliver to the Purchaser all necessary stock certificates, stock powers, and any other relevant documentation required to effectuate the transfer of the shares. 4. Representations and Warranties: Both parties agree to the following representations and warranties: a. Seller represents and warrants that they have good and marketable title to the shares, free and clear of all liens, claims, and encumbrances. b. Purchaser represents and warrants that they have thoroughly examined the Corporation's financial statements and understand its current financial position. 5. Indemnification: The Seller agrees to indemnify and hold harmless the Purchaser from any claims, damages, or liabilities arising out of any misrepresentation, breach of warranty, or violation of any agreement by the Seller. 6. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the state of Montana. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the state of Montana. Additional Types of Montana Sample Stock Purchase Agreement: 1. Montana Sample Stock Purchase Agreement for Restricted Stock Units 2. Montana Sample Stock Purchase Agreement for Preferred Stock 3. Montana Sample Stock Purchase Agreement for Common Stock Vesting Schedule 4. Montana Sample Stock Purchase Agreement for Acquisition of Controlling Interest Note: The provided content is for informational purposes only and should not be considered legal advice. It is recommended to consult with a legal professional to customize the agreement to specific circumstances.

Montana Sample Stock Purchase Agreement — American Education Corporation and Andrew K. Gardner This Montana Sample Stock Purchase Agreement ("Agreement") is entered into between The American Education Corporation, a corporation organized and existing under the laws of the state of Montana, with its principal place of business at [Address], hereinafter referred to as "Seller," and Andrew K. Gardner, an individual residing in the state of Montana, with an address at [Address], hereinafter referred to as "Purchaser." 1. Transaction Details: The Seller agrees to sell, transfer, and assign to the Purchaser, and the Purchaser agrees to purchase from the Seller, a certain number of shares representing [percentage] of the issued and outstanding common stock of the American Education Corporation ("Corporation"), subject to the terms and conditions set forth in this Agreement. 2. Purchase Price: The total purchase price for the shares shall be [amount], payable as follows: a. [amount] to be paid at the closing of the transaction by certified check or wire transfer to an account designated by the Seller. b. [amount] to be paid within [time period] from the closing date as an earn out, subject to the fulfillment of certain performance milestones and final adjustment calculations. 3. Closing: The closing of the transaction shall take place at the Corporation's principal place of business or any other mutually agreed location within [number] days from the execution of this Agreement. At the closing, the Seller shall deliver to the Purchaser all necessary stock certificates, stock powers, and any other relevant documentation required to effectuate the transfer of the shares. 4. Representations and Warranties: Both parties agree to the following representations and warranties: a. Seller represents and warrants that they have good and marketable title to the shares, free and clear of all liens, claims, and encumbrances. b. Purchaser represents and warrants that they have thoroughly examined the Corporation's financial statements and understand its current financial position. 5. Indemnification: The Seller agrees to indemnify and hold harmless the Purchaser from any claims, damages, or liabilities arising out of any misrepresentation, breach of warranty, or violation of any agreement by the Seller. 6. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the state of Montana. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the state of Montana. Additional Types of Montana Sample Stock Purchase Agreement: 1. Montana Sample Stock Purchase Agreement for Restricted Stock Units 2. Montana Sample Stock Purchase Agreement for Preferred Stock 3. Montana Sample Stock Purchase Agreement for Common Stock Vesting Schedule 4. Montana Sample Stock Purchase Agreement for Acquisition of Controlling Interest Note: The provided content is for informational purposes only and should not be considered legal advice. It is recommended to consult with a legal professional to customize the agreement to specific circumstances.

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FAQ

This means that the Seller is entitled to the cash on the balance sheet on the closing date of the transaction, and that the Seller is responsible for debts owed by the company (defined as Indebtedness).

A Share Purchase Agreement generally includes information about: The person selling the shares. The person buying the shares. The number of shares being sold and their value. The company the shares are being transferred from. The number of shares being sold and their value.

How to draft a purchase agreement Name and contact information for buyer and seller. The address of the property being sold. The price to be paid for the property. The date of transfer. Disclosures. Contingencies. Signatures.

Stock purchase agreements (SPAs) are legally binding contracts between shareholders and companies. Also known as share purchase agreements, these contracts establish all of the terms and conditions related to the sale of a company's stocks.

A SPA should specify the sale price for the shares, specify the currency and timescale for the sale, and list any other conditions like staged payments. Usually, payment is made in cash, although sometimes the buyer may offer the seller some of its shares, or issue loan notes to the seller.

Some of the key items that are listed in a stock purchase agreement are: Name of the company whose shares are being bought and sold; Name of the buyer and seller of shares; The number of shares being sold and the par value of those shares; The date and place of the transaction;

A stock purchase agreement typically includes the following information: Your business name. The name and mailing address of the entity buying shares in your company's stocks. The par value (essentially the sale price) of the stocks being sold. The number of stocks the buyer is purchasing.

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Montana Sample Stock Purchase Agreement between The American Education Corporation and Andrew K. Gardner