Tennessee Sample Stock Purchase Agreement regarding acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9002
• Format: Word; Rich Text

Description

Stock Purchase Agreement re: acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp. dated Dec. 7, 1999. 88 pages Title: Tennessee Sample Stock Purchase Agreement: Fin ova Capital Corp. Acquisition of Fremont Financial Corp. Shares Keywords: Tennessee stock purchase agreement, Fin ova Capital Corp., Fremont Financial Corp., acquisition, outstanding shares Introduction: In this article, we will provide a detailed description of a Tennessee Sample Stock Purchase Agreement. Specifically, we will focus on the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. Through this agreement, we will explore the key components, considerations, and terms involved. Types of Tennessee Sample Stock Purchase Agreement: 1. Standard Tennessee Sample Stock Purchase Agreement: This agreement outlines the basic terms and conditions for the purchase of shares, ensuring a clear transfer of ownership from Fremont Financial Corp. to Fin ova Capital Corp. It typically covers essential clauses such as purchase price, closing date, representations, warranties, and indemnification. 2. Tennessee Sample Stock Purchase Agreement with Escrow: This type of agreement incorporates an escrow account, where a certain percentage of the purchase price is held in escrow for a specified period. The purpose of the escrow is to secure Fin ova Capital Corp.'s interests in case any representations or warranties regarding the acquired shares are breached or certain contingencies arise. 3. Tennessee Sample Stock Purchase Agreement with Earn out Provision: Here, the agreement includes a Darn out provision that allows additional payments to be made by Fin ova Capital Corp. to Fremont Financial Corp. shareholders based on the target company's post-acquisition financial performance. To earn out provision establishes specific metrics and calculations to determine these additional payments. Key Components of the Agreement: 1. Parties Involved: The agreement clearly identifies the acquiring company, Fin ova Capital Corp., and the target company, Fremont Financial Corp. It specifies their legal names, addresses, and other relevant details. 2. Purchase Price and Consideration: The agreement outlines the purchase price, including any adjustments, earn out provisions, or assumed liabilities. It also states the form of consideration, which can be cash, stock, or a combination of both. 3. Representations and Warranties: Both parties provide representations and warranties to ensure the accuracy of the information provided and the legal aspects involved in the transaction. These typically cover areas such as authority, capitalization, financial statements, contracts, compliance with regulations, intellectual property, and pending litigation. 4. Conditions Precedent: The agreement lists conditions that must be fulfilled before the transaction can be completed. These may include regulatory approvals, third-party consents, shareholder approvals, and other conditions deemed necessary to protect the interests of either party. 5. Indemnification and Remedies: The agreement establishes the scope and limitations of indemnification obligations, where one party agrees to compensate the other for any losses incurred due to misrepresentations, breaches of warranties, or certain other specified events. It also outlines the dispute resolution mechanism, including arbitration or litigation procedures. Conclusion: The Tennessee Sample Stock Purchase Agreement serves as a legally binding document that ensures a smooth and transparent acquisition process. Whether it is a standard agreement, an agreement with escrow, or an agreement with earn out provisions, it is vital to carefully draft and review all terms to protect the interests of both parties involved in the acquisition of Fremont Financial Corp. shares by Fin ova Capital Corp.

Title: Tennessee Sample Stock Purchase Agreement: Fin ova Capital Corp. Acquisition of Fremont Financial Corp. Shares Keywords: Tennessee stock purchase agreement, Fin ova Capital Corp., Fremont Financial Corp., acquisition, outstanding shares Introduction: In this article, we will provide a detailed description of a Tennessee Sample Stock Purchase Agreement. Specifically, we will focus on the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. Through this agreement, we will explore the key components, considerations, and terms involved. Types of Tennessee Sample Stock Purchase Agreement: 1. Standard Tennessee Sample Stock Purchase Agreement: This agreement outlines the basic terms and conditions for the purchase of shares, ensuring a clear transfer of ownership from Fremont Financial Corp. to Fin ova Capital Corp. It typically covers essential clauses such as purchase price, closing date, representations, warranties, and indemnification. 2. Tennessee Sample Stock Purchase Agreement with Escrow: This type of agreement incorporates an escrow account, where a certain percentage of the purchase price is held in escrow for a specified period. The purpose of the escrow is to secure Fin ova Capital Corp.'s interests in case any representations or warranties regarding the acquired shares are breached or certain contingencies arise. 3. Tennessee Sample Stock Purchase Agreement with Earn out Provision: Here, the agreement includes a Darn out provision that allows additional payments to be made by Fin ova Capital Corp. to Fremont Financial Corp. shareholders based on the target company's post-acquisition financial performance. To earn out provision establishes specific metrics and calculations to determine these additional payments. Key Components of the Agreement: 1. Parties Involved: The agreement clearly identifies the acquiring company, Fin ova Capital Corp., and the target company, Fremont Financial Corp. It specifies their legal names, addresses, and other relevant details. 2. Purchase Price and Consideration: The agreement outlines the purchase price, including any adjustments, earn out provisions, or assumed liabilities. It also states the form of consideration, which can be cash, stock, or a combination of both. 3. Representations and Warranties: Both parties provide representations and warranties to ensure the accuracy of the information provided and the legal aspects involved in the transaction. These typically cover areas such as authority, capitalization, financial statements, contracts, compliance with regulations, intellectual property, and pending litigation. 4. Conditions Precedent: The agreement lists conditions that must be fulfilled before the transaction can be completed. These may include regulatory approvals, third-party consents, shareholder approvals, and other conditions deemed necessary to protect the interests of either party. 5. Indemnification and Remedies: The agreement establishes the scope and limitations of indemnification obligations, where one party agrees to compensate the other for any losses incurred due to misrepresentations, breaches of warranties, or certain other specified events. It also outlines the dispute resolution mechanism, including arbitration or litigation procedures. Conclusion: The Tennessee Sample Stock Purchase Agreement serves as a legally binding document that ensures a smooth and transparent acquisition process. Whether it is a standard agreement, an agreement with escrow, or an agreement with earn out provisions, it is vital to carefully draft and review all terms to protect the interests of both parties involved in the acquisition of Fremont Financial Corp. shares by Fin ova Capital Corp.