Pennsylvania 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: Pennsylvania Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Introduction: This Pennsylvania Sample Stock Purchase Agreement outlines the terms and conditions governing the purchase of stock shares between Integrated Communication Networks, Inc. (hereinafter referred to as "ICN") and PhoneXchange, Inc. (hereinafter referred to as "PCI"). This Agreement enables PCI to acquire a specific number of shares from ICN, establishing a comprehensive legal framework for the transaction. Read on to understand the key components and considerations included in this sample agreement. 1. Parties Involved: This agreement is executed between ICN, a reputable communication network service provider based in Pennsylvania, and PCI, an established company specializing in telecom products and services. 2. Stock Purchase Terms: The document provides a detailed description of the stock purchase terms, including the number of shares, purchase price, and payment schedule agreed upon by both parties. It clarifies how the purchase price will be determined, such as by a fixed amount or based on a valuation process, ensuring transparency and fairness in the transaction. 3. Closing and Delivery of Stock: This section outlines the timeline and conditions for the closing and delivery of the stock shares. It specifies the necessary documentation, such as stock certificates, and the responsibilities of each party in completing the transaction. 4. Representations and Warranties: The agreement includes various representations and warranties made by both ICN and PCI. These assurances relate to areas such as organization, authority, and legal compliance, providing protections and assurances for both parties involved in the agreement. 5. Covenants and Undertakings: This section outlines the obligations, restrictions, and responsibilities of each party before and after the stock purchase. It may include non-disclosure agreements, non-competition clauses, and various other commitments to protect the interests of both parties. 6. Governing Law and Dispute Resolution: The agreement specifies that Pennsylvania law governs the interpretation, enforcement, and validity of the agreement. It also outlines the preferred method of resolving any potential disputes, such as through arbitration or mediation. Additional Types of Pennsylvania Sample Stock Purchase Agreements: 1. Simple Stock Purchase Agreement: This type of agreement represents a basic stock purchase, typically involving a clean transaction without complex conditions or additional provisions. It serves as a starting point for straightforward stock acquisitions. 2. Stock Purchase Agreement with Earn-Out: In cases where additional financial consideration is contingent upon future performance, an earn-out provision may be included. This type of agreement outlines the terms and conditions for the potential additional compensation based on predefined performance metrics. 3. Stock Purchase Agreement with Lock-Up Provisions: In certain cases, stockholders may agree to restrict the sale or transfer of purchased shares for a specified period. Such lock-up agreements can be drafted to address the limitations on future stock resale to protect the stability and value of the purchased shares. Conclusion: The Pennsylvania Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. facilitates a legally binding transaction framework for the purchase of stock shares. By addressing important aspects such as stock purchase terms, representations and warranties, covenants, and governing law, this agreement ensures clarity, fairness, and protection for both parties involved.

Title: Pennsylvania Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Introduction: This Pennsylvania Sample Stock Purchase Agreement outlines the terms and conditions governing the purchase of stock shares between Integrated Communication Networks, Inc. (hereinafter referred to as "ICN") and PhoneXchange, Inc. (hereinafter referred to as "PCI"). This Agreement enables PCI to acquire a specific number of shares from ICN, establishing a comprehensive legal framework for the transaction. Read on to understand the key components and considerations included in this sample agreement. 1. Parties Involved: This agreement is executed between ICN, a reputable communication network service provider based in Pennsylvania, and PCI, an established company specializing in telecom products and services. 2. Stock Purchase Terms: The document provides a detailed description of the stock purchase terms, including the number of shares, purchase price, and payment schedule agreed upon by both parties. It clarifies how the purchase price will be determined, such as by a fixed amount or based on a valuation process, ensuring transparency and fairness in the transaction. 3. Closing and Delivery of Stock: This section outlines the timeline and conditions for the closing and delivery of the stock shares. It specifies the necessary documentation, such as stock certificates, and the responsibilities of each party in completing the transaction. 4. Representations and Warranties: The agreement includes various representations and warranties made by both ICN and PCI. These assurances relate to areas such as organization, authority, and legal compliance, providing protections and assurances for both parties involved in the agreement. 5. Covenants and Undertakings: This section outlines the obligations, restrictions, and responsibilities of each party before and after the stock purchase. It may include non-disclosure agreements, non-competition clauses, and various other commitments to protect the interests of both parties. 6. Governing Law and Dispute Resolution: The agreement specifies that Pennsylvania law governs the interpretation, enforcement, and validity of the agreement. It also outlines the preferred method of resolving any potential disputes, such as through arbitration or mediation. Additional Types of Pennsylvania Sample Stock Purchase Agreements: 1. Simple Stock Purchase Agreement: This type of agreement represents a basic stock purchase, typically involving a clean transaction without complex conditions or additional provisions. It serves as a starting point for straightforward stock acquisitions. 2. Stock Purchase Agreement with Earn-Out: In cases where additional financial consideration is contingent upon future performance, an earn-out provision may be included. This type of agreement outlines the terms and conditions for the potential additional compensation based on predefined performance metrics. 3. Stock Purchase Agreement with Lock-Up Provisions: In certain cases, stockholders may agree to restrict the sale or transfer of purchased shares for a specified period. Such lock-up agreements can be drafted to address the limitations on future stock resale to protect the stability and value of the purchased shares. Conclusion: The Pennsylvania Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. facilitates a legally binding transaction framework for the purchase of stock shares. By addressing important aspects such as stock purchase terms, representations and warranties, covenants, and governing law, this agreement ensures clarity, fairness, and protection for both parties involved.