New York Sample Stock Purchase Agreement between Allegheny Energy, Inc., Energy Corp. of America and Eastern Systems Corporation

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9001
• Format: Word; Rich Text

Description

Stock Purchase Agreement btwn Allegheny Energy, Inc., Energy Corp. of America and Eastern Systems Corp. dated Dec. 20, 1999. 75 pages Title: New York Sample Stock Purchase Agreement between Allegheny Energy, Inc., Energy Corp. of America, and Eastern Systems Corporation Introduction: A New York Sample Stock Purchase Agreement is a legally binding contract that outlines the terms and conditions for the acquisition of stock in a company. This agreement specifies the stock purchase details, the obligations of all parties involved, and the terms of the acquisition process. In this case, the agreement is between Allegheny Energy, Inc., Energy Corp. of America, and Eastern Systems Corporation. Key Terms and Provisions: 1. Parties Involved: The New York Sample Stock Purchase Agreement involves three parties: — Purchaser: Allegheny Energy, Inc— - Seller: Energy Corp. of America — Company Being Acquired: Eastern Systems Corporation 2. Consideration: The agreement specifies the payment terms for the stock purchase, including the purchase price, payment schedule, and any adjustments based on representations and warranties. 3. Purchase and Sale of Stock: The details of the stock to be acquired, such as the number of shares, the class of stock, and any restrictions or obligations related to the stock transfer, are outlined. 4. Representations and Warranties: Both the Seller and the Company Being Acquired provide representations and warranties related to their legal rights, ownership, financial statements, intellectual property, employment matters, and any material contracts they may have. 5. Due Diligence: The agreement allows the Purchaser to conduct due diligence on the Company Being Acquired, including reviewing financial records, contracts, licenses, and any other relevant information. 6. Conditions Precedent: Certain conditions must be satisfied by the parties to complete the stock purchase. These conditions may include obtaining necessary regulatory approvals, third-party consents, or shareholder approvals. 7. Termination: The agreement specifies conditions under which the parties can terminate the agreement, such as if regulatory approvals cannot be obtained or if there's a material breach of representations and warranties by any party. Types of New York Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Purchase Price: This type of agreement involves the purchase of stock where the consideration is paid in cash, with predetermined payment terms and any potential adjustments. 2. Stock Purchase Agreement with Stock Consideration: In this type of agreement, the purchase price for the stock is paid using stock of the Purchaser or other considerations, rather than cash. 3. Stock Purchase Agreement with Earn out Provision: This agreement includes a Darn out provision that allows additional payments to the Seller based on the future performance of the Company Being Acquired, determined by certain milestones or financial targets. 4. Stock Purchase Agreement with Escrow: In such agreements, a portion of the purchase price is held in escrow by a neutral third party to secure potential indemnification claims or to address post-closing adjustments. Conclusion: A New York Sample Stock Purchase Agreement is a crucial document that outlines the rights and obligations of the parties involved in the acquisition of stock from a company. Understanding the various types of agreements can help establish a clear and comprehensive framework for the transaction, ensuring a smooth and legally sound process.

Title: New York Sample Stock Purchase Agreement between Allegheny Energy, Inc., Energy Corp. of America, and Eastern Systems Corporation Introduction: A New York Sample Stock Purchase Agreement is a legally binding contract that outlines the terms and conditions for the acquisition of stock in a company. This agreement specifies the stock purchase details, the obligations of all parties involved, and the terms of the acquisition process. In this case, the agreement is between Allegheny Energy, Inc., Energy Corp. of America, and Eastern Systems Corporation. Key Terms and Provisions: 1. Parties Involved: The New York Sample Stock Purchase Agreement involves three parties: — Purchaser: Allegheny Energy, Inc— - Seller: Energy Corp. of America — Company Being Acquired: Eastern Systems Corporation 2. Consideration: The agreement specifies the payment terms for the stock purchase, including the purchase price, payment schedule, and any adjustments based on representations and warranties. 3. Purchase and Sale of Stock: The details of the stock to be acquired, such as the number of shares, the class of stock, and any restrictions or obligations related to the stock transfer, are outlined. 4. Representations and Warranties: Both the Seller and the Company Being Acquired provide representations and warranties related to their legal rights, ownership, financial statements, intellectual property, employment matters, and any material contracts they may have. 5. Due Diligence: The agreement allows the Purchaser to conduct due diligence on the Company Being Acquired, including reviewing financial records, contracts, licenses, and any other relevant information. 6. Conditions Precedent: Certain conditions must be satisfied by the parties to complete the stock purchase. These conditions may include obtaining necessary regulatory approvals, third-party consents, or shareholder approvals. 7. Termination: The agreement specifies conditions under which the parties can terminate the agreement, such as if regulatory approvals cannot be obtained or if there's a material breach of representations and warranties by any party. Types of New York Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Purchase Price: This type of agreement involves the purchase of stock where the consideration is paid in cash, with predetermined payment terms and any potential adjustments. 2. Stock Purchase Agreement with Stock Consideration: In this type of agreement, the purchase price for the stock is paid using stock of the Purchaser or other considerations, rather than cash. 3. Stock Purchase Agreement with Earn out Provision: This agreement includes a Darn out provision that allows additional payments to the Seller based on the future performance of the Company Being Acquired, determined by certain milestones or financial targets. 4. Stock Purchase Agreement with Escrow: In such agreements, a portion of the purchase price is held in escrow by a neutral third party to secure potential indemnification claims or to address post-closing adjustments. Conclusion: A New York Sample Stock Purchase Agreement is a crucial document that outlines the rights and obligations of the parties involved in the acquisition of stock from a company. Understanding the various types of agreements can help establish a clear and comprehensive framework for the transaction, ensuring a smooth and legally sound process.