North Dakota Sample Stock Purchase Agreement This Stock Purchase Agreement ("Agreement") is entered into between Reassure America Life Insurance Co. ("Buyer") and Penn corp Financial Group, Inc. ("Seller") on [Date]. This Agreement outlines the terms and conditions for the purchase of issued and outstanding shares of common stock. 1. Definitions: This section defines the key terms used throughout the Agreement, including the parties involved, the shares being purchased, and other important terms. 2. Purchase and Sale of Shares: This section states the total number of shares to be purchased by the Buyer, the purchase price per share, and the total consideration for the transaction. 3. Representations and Warranties: Both Buyer and Seller provide various representations and warranties respecting their authority, corporate status, and ownership of shares, ensuring the accuracy and completeness of the transaction. 4. Closing: This section outlines the closing process, including the date, time, and location of closing, as well as the required documents to be exchanged between the parties. 5. Indemnification: The indemnification provisions outline the responsibilities of each party in case of any breach of representations or warranties or any post-closing claims. 6. Governing Law and Jurisdiction: The Agreement specifies that it is governed by the laws of North Dakota and any disputes shall be settled in the appropriate courts or arbitration proceedings. 7. Confidentiality: Both parties agree to maintain the confidentiality of all information exchanged during the negotiation and execution of the Agreement. 8. Miscellaneous: This section covers various additional terms, such as notices, entire agreement, amendment, and enforceability. Different types of North Dakota Sample Stock Purchase Agreements between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. regarding issued and outstanding shares of common stock may include variations related to: a) Voting Rights: The agreement may include provisions outlining the voting rights attached to the purchased shares, such as the number of votes per share or any specific classes of stock. b) Earn-Out Provisions: If the purchase price is based on future performance, earn-out provisions may be included, specifying the conditions and calculations for additional payments to the Seller. c) Escrow Agreement: In some cases, a separate Escrow Agreement may be executed alongside the Stock Purchase Agreement to hold a portion of the purchase price in escrow until certain conditions are met or disputes are resolved. d) Stock Options or Warrants: If there are existing stock options or warrants related to the common stock, additional provisions may be included to address their treatment during the transaction. e) Non-Compete or Non-Solicitation Agreements: If the Seller is expected to continue in a certain capacity or refrain from certain activities after the sale, non-compete or non-solicitation agreements may form part of the overall transaction documentation. Note: It is important to consult legal professionals and review applicable laws and regulations while drafting and executing any Stock Purchase Agreement. This content is only a general guide and may not cover all specific requirements or circumstances.
North Dakota Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penncorp Financial Group, Inc. regarding issued and outstanding shares common stock
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