New York Sample Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9316
• Format: Word; Rich Text

Description

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. Title: New York Sample Stock Purchase Agreement: Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. Introduction: This article provides a detailed description of a New York Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This agreement outlines the terms and conditions of the stock purchase transaction between these parties. It is important to note that the following content is for informational purposes and should not be considered legal advice. 1. Overview: The New York Sample Stock Purchase Agreement defines the rights and obligations of Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. in relation to the purchase and sale of stock. It establishes the structure and terms of the transaction, ensuring clarity and legal protection for all parties involved. 2. Parties Involved: a) Human, Inc.: Human is a renowned healthcare company offering a wide range of services to individuals and employers. This agreement serves as an instrument for Human to purchase and acquire stock from the Physician Corporation of America. b) Physician Corporation of America: Physician Corporation of America is a recognized entity operating in the healthcare sector. They are selling their stock to Human as part of this agreement. c) Folksamerica Holding Company, Inc.: Folksamerica Holding Company is involved in the transaction as a shareholder, having an interest in the stock being sold under this agreement. 3. Terms and Conditions: The agreement outlines the following key terms and conditions: a) Purchase Price: The agreed-upon price at which Human will acquire the stock from Physician Corporation of America. b) Closing Date: The date upon which the transaction will be finalized, and ownership of the stock will be transferred to Human. c) Representations and Warranties: Both parties make certain representations and warranties about their authority, ownership, financials, and other relevant matters. d) Indemnification: The agreement defines the indemnification arrangements, under which the parties protect themselves from any losses, claims, or liabilities arising from the transaction. 4. Types of New York Sample Stock Purchase Agreements: a) Stock Purchase Agreement with Cash Consideration: This type of agreement involves the purchase of stock by Human, Inc. from Physician Corporation of America using cash as the primary form of consideration. b) Stock Purchase Agreement with Equity Consideration: This version would occur if the acquisition is partially or wholly made using equity instruments, such as Human's own stock or shares of Folksamerica Holding Company, Inc. c) Stock Purchase Agreement with Earn outs: This agreement may include specific earn out provisions, allowing for additional consideration to be paid based on the achievement of certain performance milestones by Physician Corporation of America. Conclusion: The New York Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. is a legally binding document that governs the purchase and sale of stocks. The agreement protects the parties' rights, establishes terms and conditions, and ensures a smooth transaction in accordance with New York law. It is essential to consult legal professionals for expert advice when drafting or interpreting such agreements.

Title: New York Sample Stock Purchase Agreement: Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. Introduction: This article provides a detailed description of a New York Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This agreement outlines the terms and conditions of the stock purchase transaction between these parties. It is important to note that the following content is for informational purposes and should not be considered legal advice. 1. Overview: The New York Sample Stock Purchase Agreement defines the rights and obligations of Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. in relation to the purchase and sale of stock. It establishes the structure and terms of the transaction, ensuring clarity and legal protection for all parties involved. 2. Parties Involved: a) Human, Inc.: Human is a renowned healthcare company offering a wide range of services to individuals and employers. This agreement serves as an instrument for Human to purchase and acquire stock from the Physician Corporation of America. b) Physician Corporation of America: Physician Corporation of America is a recognized entity operating in the healthcare sector. They are selling their stock to Human as part of this agreement. c) Folksamerica Holding Company, Inc.: Folksamerica Holding Company is involved in the transaction as a shareholder, having an interest in the stock being sold under this agreement. 3. Terms and Conditions: The agreement outlines the following key terms and conditions: a) Purchase Price: The agreed-upon price at which Human will acquire the stock from Physician Corporation of America. b) Closing Date: The date upon which the transaction will be finalized, and ownership of the stock will be transferred to Human. c) Representations and Warranties: Both parties make certain representations and warranties about their authority, ownership, financials, and other relevant matters. d) Indemnification: The agreement defines the indemnification arrangements, under which the parties protect themselves from any losses, claims, or liabilities arising from the transaction. 4. Types of New York Sample Stock Purchase Agreements: a) Stock Purchase Agreement with Cash Consideration: This type of agreement involves the purchase of stock by Human, Inc. from Physician Corporation of America using cash as the primary form of consideration. b) Stock Purchase Agreement with Equity Consideration: This version would occur if the acquisition is partially or wholly made using equity instruments, such as Human's own stock or shares of Folksamerica Holding Company, Inc. c) Stock Purchase Agreement with Earn outs: This agreement may include specific earn out provisions, allowing for additional consideration to be paid based on the achievement of certain performance milestones by Physician Corporation of America. Conclusion: The New York Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. is a legally binding document that governs the purchase and sale of stocks. The agreement protects the parties' rights, establishes terms and conditions, and ensures a smooth transaction in accordance with New York law. It is essential to consult legal professionals for expert advice when drafting or interpreting such agreements.