North Dakota Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9146
• Format: Word; Rich Text

Description

Stock Purchase Agr. btwn Integrated Communication Networks, Inc. (a/k/a Global Access Pagers, Inc.), PhoneXchange, Inc., et al. dated January 1, 1999. 63 pages Title: North Dakota Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Keywords: Stock purchase agreement, North Dakota, Integrated Communication Networks, PhoneXchange, legal document, acquisition, shares, purchase price, closing, representations, warranties, indemnification, conditions precedent Introduction: The North Dakota Sample Stock Purchase Agreement provides a comprehensive framework for the acquisition of shares between Integrated Communication Networks, Inc. (ICN) and PhoneXchange, Inc. This legal document outlines the terms and conditions that govern the sale and purchase of stock, ensuring a transparent and binding agreement for both parties involved. 1. Agreement Overview: This section introduces the parties involved — ICN and PhoneXchang— - and highlights the intent of the agreement, which is the acquisition of shares by PhoneXchange. It specifies the number of shares, their class, and applicable purchase price. 2. Closing Conditions: Here, the agreement outlines the closing conditions that must be met for the stock purchase to be finalized successfully. These conditions may include regulatory approvals, legal compliance, and obtaining consents or waivers. 3. Representations and Warranties: Both ICN and PhoneXchange make representations and warranties concerning their respective businesses and the stock being sold. This section ensures that both parties provide accurate and comprehensive information about their financial status, assets, liabilities, and legal compliance. 4. Purchase Price and Payment Terms: This clause elaborates on the purchase price and the payment terms agreed upon by both parties. It may include the modes of payment, deadlines, and any adjustments to the purchase price based on mutually agreed terms. 5. Indemnification: Indemnification provisions protect both parties against potential losses, liabilities, claims, or damages arising from any misrepresentation or breach of warranties. It outlines procedures and limitations relating to indemnification, ensuring a fair distribution of risks. 6. Non-Competition and Confidentiality: This section emphasizes the obligations of both ICN and PhoneXchange in maintaining the confidentiality of non-public information and prohibits them from engaging in any activities that compete with the acquired stock's specific market or business. 7. Governing Law and Jurisdiction: The agreement specifies that North Dakota law will govern its interpretation, and any disputes or legal matters related to the agreement will be settled exclusively in North Dakota courts. Types of North Dakota Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Consideration: A stock purchase agreement where PhoneXchange will acquire ICN's shares for a predetermined cash payment. 2. Stock Purchase Agreement with Earn out Provision: This agreement includes a Darn out provision that allows for additional payment based on future performance or specific milestones achieved by ICN post-acquisition. 3. Stock Purchase Agreement with Stock Consideration: In this type of agreement, PhoneXchange may acquire ICN's shares by providing its own stock in exchange, setting forth the terms and conditions of the stock-for-stock transaction. Conclusion: The North Dakota Sample Stock Purchase Agreement between ICN and PhoneXchange is a legally binding document that protects the interests of both parties during the stock acquisition process. It covers various sections, including purchase price, representations, warranties, closing conditions, and indemnification, ensuring a fair and transparent transaction. The agreement may vary depending on the specific terms agreed upon, such as cash, earn out provisions, or stock consideration.

Title: North Dakota Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Keywords: Stock purchase agreement, North Dakota, Integrated Communication Networks, PhoneXchange, legal document, acquisition, shares, purchase price, closing, representations, warranties, indemnification, conditions precedent Introduction: The North Dakota Sample Stock Purchase Agreement provides a comprehensive framework for the acquisition of shares between Integrated Communication Networks, Inc. (ICN) and PhoneXchange, Inc. This legal document outlines the terms and conditions that govern the sale and purchase of stock, ensuring a transparent and binding agreement for both parties involved. 1. Agreement Overview: This section introduces the parties involved — ICN and PhoneXchang— - and highlights the intent of the agreement, which is the acquisition of shares by PhoneXchange. It specifies the number of shares, their class, and applicable purchase price. 2. Closing Conditions: Here, the agreement outlines the closing conditions that must be met for the stock purchase to be finalized successfully. These conditions may include regulatory approvals, legal compliance, and obtaining consents or waivers. 3. Representations and Warranties: Both ICN and PhoneXchange make representations and warranties concerning their respective businesses and the stock being sold. This section ensures that both parties provide accurate and comprehensive information about their financial status, assets, liabilities, and legal compliance. 4. Purchase Price and Payment Terms: This clause elaborates on the purchase price and the payment terms agreed upon by both parties. It may include the modes of payment, deadlines, and any adjustments to the purchase price based on mutually agreed terms. 5. Indemnification: Indemnification provisions protect both parties against potential losses, liabilities, claims, or damages arising from any misrepresentation or breach of warranties. It outlines procedures and limitations relating to indemnification, ensuring a fair distribution of risks. 6. Non-Competition and Confidentiality: This section emphasizes the obligations of both ICN and PhoneXchange in maintaining the confidentiality of non-public information and prohibits them from engaging in any activities that compete with the acquired stock's specific market or business. 7. Governing Law and Jurisdiction: The agreement specifies that North Dakota law will govern its interpretation, and any disputes or legal matters related to the agreement will be settled exclusively in North Dakota courts. Types of North Dakota Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Consideration: A stock purchase agreement where PhoneXchange will acquire ICN's shares for a predetermined cash payment. 2. Stock Purchase Agreement with Earn out Provision: This agreement includes a Darn out provision that allows for additional payment based on future performance or specific milestones achieved by ICN post-acquisition. 3. Stock Purchase Agreement with Stock Consideration: In this type of agreement, PhoneXchange may acquire ICN's shares by providing its own stock in exchange, setting forth the terms and conditions of the stock-for-stock transaction. Conclusion: The North Dakota Sample Stock Purchase Agreement between ICN and PhoneXchange is a legally binding document that protects the interests of both parties during the stock acquisition process. It covers various sections, including purchase price, representations, warranties, closing conditions, and indemnification, ensuring a fair and transparent transaction. The agreement may vary depending on the specific terms agreed upon, such as cash, earn out provisions, or stock consideration.