Rhode Island Sample Stock Purchase Agreement between Earthlink Network, Inc. and Apple Computer, Inc. Limited

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9282
• Format: Word; Rich Text

Description

Preferred Stock Purchase Agreement between Earthlink Network, Inc. and Apple Computer, Inc. Limited regarding the purchase of Series C Preferred Stock shares dated January 4, 2000. 23 pages. Rhode Island Sample Stock Purchase Agreement In the state of Rhode Island, a Sample Stock Purchase Agreement outlines the terms and conditions of a stock purchase transaction between two parties. This particular agreement is between Earthling Network, Inc. (hereinafter referred to as the "Seller") and Apple Computer, Inc. Limited (hereinafter referred to as the "Buyer"). Key Terms and Conditions: 1. Parties: Identify the Seller (Earthling Network, Inc.) and the Buyer (Apple Computer, Inc. Limited) along with their respective addresses, contact details, and legal representations. 2. Purchase and Sale of Stock: Define the type and quantity of stocks to be sold, the purchase price, payment terms, and any conditions precedent to the completion of the transaction. 3. Closing: Specify the closing date and the obligations of both parties leading up to the closing. Include provisions for the delivery of stock certificates, financial statements, tax records, and any necessary approvals or consents. 4. Representations and Warranties: Discuss the representations and warranties made by both parties concerning corporate authority, ownership of stock, absence of liens or encumbrances, financial conditions, and compliance with laws and regulations. 5. Indemnification: Outline the indemnification obligations of both parties regarding any breaches of representations and warranties, non-compliance with laws, or any third-party claims arising from the stock purchase agreement. 6. Governing Law and Venue: Determine that the agreement will be governed by the laws of Rhode Island and specify the jurisdiction and venue for any disputes that may arise. 7. Confidentiality: Include provisions to maintain the confidentiality of non-public information shared during the negotiation and execution of the agreement. 8. Termination: Define the circumstances under which either party may terminate the agreement before the closing, such as mutual consent or material breach of terms. 9. Miscellaneous: Cover other miscellaneous provisions such as notices, amendments, entire agreement, assignment, and governing language. Different Types of Rhode Island Sample Stock Purchase Agreement: 1. Exclusive Stock Purchase Agreement: This type of agreement ensures that the seller will only negotiate and sell their stocks to the buyer, preventing any competing offers. 2. Conditional Stock Purchase Agreement: In this agreement, the completion of the stock purchase transaction is subject to certain conditions such as regulatory approvals, financing, or corporate restructuring. 3. Stock Purchase Agreement with Earn out: This agreement includes an "earn out" provision, where the purchase price may be adjusted based on the future performance or financial results of the purchased company. 4. Stock Purchase Agreement with Escrow: This type of agreement establishes an escrow account to hold a portion of the purchase price for a defined period, allowing the buyer to seek recourse if any undisclosed liabilities or breaches come to light after the closing. These are some examples of the various types of Rhode Island Sample Stock Purchase Agreements that may arise between Earthling Network, Inc. and Apple Computer, Inc. Limited. It is important to consult with legal professionals to tailor the agreement to the specific needs and circumstances of both parties involved.

Rhode Island Sample Stock Purchase Agreement In the state of Rhode Island, a Sample Stock Purchase Agreement outlines the terms and conditions of a stock purchase transaction between two parties. This particular agreement is between Earthling Network, Inc. (hereinafter referred to as the "Seller") and Apple Computer, Inc. Limited (hereinafter referred to as the "Buyer"). Key Terms and Conditions: 1. Parties: Identify the Seller (Earthling Network, Inc.) and the Buyer (Apple Computer, Inc. Limited) along with their respective addresses, contact details, and legal representations. 2. Purchase and Sale of Stock: Define the type and quantity of stocks to be sold, the purchase price, payment terms, and any conditions precedent to the completion of the transaction. 3. Closing: Specify the closing date and the obligations of both parties leading up to the closing. Include provisions for the delivery of stock certificates, financial statements, tax records, and any necessary approvals or consents. 4. Representations and Warranties: Discuss the representations and warranties made by both parties concerning corporate authority, ownership of stock, absence of liens or encumbrances, financial conditions, and compliance with laws and regulations. 5. Indemnification: Outline the indemnification obligations of both parties regarding any breaches of representations and warranties, non-compliance with laws, or any third-party claims arising from the stock purchase agreement. 6. Governing Law and Venue: Determine that the agreement will be governed by the laws of Rhode Island and specify the jurisdiction and venue for any disputes that may arise. 7. Confidentiality: Include provisions to maintain the confidentiality of non-public information shared during the negotiation and execution of the agreement. 8. Termination: Define the circumstances under which either party may terminate the agreement before the closing, such as mutual consent or material breach of terms. 9. Miscellaneous: Cover other miscellaneous provisions such as notices, amendments, entire agreement, assignment, and governing language. Different Types of Rhode Island Sample Stock Purchase Agreement: 1. Exclusive Stock Purchase Agreement: This type of agreement ensures that the seller will only negotiate and sell their stocks to the buyer, preventing any competing offers. 2. Conditional Stock Purchase Agreement: In this agreement, the completion of the stock purchase transaction is subject to certain conditions such as regulatory approvals, financing, or corporate restructuring. 3. Stock Purchase Agreement with Earn out: This agreement includes an "earn out" provision, where the purchase price may be adjusted based on the future performance or financial results of the purchased company. 4. Stock Purchase Agreement with Escrow: This type of agreement establishes an escrow account to hold a portion of the purchase price for a defined period, allowing the buyer to seek recourse if any undisclosed liabilities or breaches come to light after the closing. These are some examples of the various types of Rhode Island Sample Stock Purchase Agreements that may arise between Earthling Network, Inc. and Apple Computer, Inc. Limited. It is important to consult with legal professionals to tailor the agreement to the specific needs and circumstances of both parties involved.