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Texas Sample Stock Purchase and Sale Agreement model for use in corporate matters between Alexander and Alexander Services, Inc., and American International Group, Inc.

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US-CC-4-335
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This sample form, a detailed Stock Purchase and Sale Agreement document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Texas Sample Stock Purchase and Sale Agreement is a legally binding document used in corporate matters between Alexander and Alexander Services, Inc. (Seller) and American International Group, Inc. (Buyer). This agreement outlines the terms and conditions regarding the purchase and sale of shares of stock in accordance with Texas state laws. The Texas Sample Stock Purchase and Sale Agreement typically include the following key provisions: 1. Identification of Parties: The agreement begins by clearly identifying the Seller (Alexander and Alexander Services, Inc.) and the Buyer (American International Group, Inc.). 2. Stock Description: The agreement establishes the type and class of stock being purchased, along with the number and price per share. 3. Purchase Price: It outlines the purchase price and the payment terms, including the method of payment and any installment options. 4. Representations and Warranties: Both parties provide explicit representations and warranties regarding the stock being sold, ensuring that it is being sold in good standing, free of liens, and in compliance with all applicable laws and regulations. 5. Conditions Precedent: This section outlines the conditions that both parties must fulfill before the transaction can be completed. It may include securing necessary approvals, consents, and regulatory compliance. 6. Closing and Delivery: The agreement states the date, time, and location of the closing, along with the required documents that need to be delivered by both parties. 7. Indemnification: The agreement includes provisions to indemnify and hold harmless both parties from any losses or liabilities arising from a breach of the agreement or in relation to the stock being sold. 8. Governing Law and Jurisdiction: The agreement specifies that Texas law governs the interpretation and enforcement of the agreement and outlines the jurisdiction and venue for any legal disputes. Types of Texas Sample Stock Purchase and Sale Agreement models for use in corporate matters between Alexander and Alexander Services, Inc., and American International Group, Inc., may vary based on specific deal structures, preferences, or other factors. Different models may include variations tailored to asset purchase agreements, stock option agreements, or agreements specific to certain industries or sectors. Note: Disclaimer — This is a general description and should not be considered legal advice. It is recommended to consult with an attorney experienced in business law to ensure compliance with relevant laws and regulations.

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A Share Purchase Agreement generally includes information about: The person selling the shares. The person buying the shares. The number of shares being sold and their value. The company the shares are being transferred from. The number of shares being sold and their value.

Stock Purchase Agreement (Transactions between Stockholders or Affiliates) A stock purchase agreement (also referred to as a stock transfer agreement or share transfer agreement) that can be used with a sale of stock between two stockholders of a target company or an intercompany transfer between two affiliates.

At its most basic, a purchase agreement should include the following: Name and contact information for buyer and seller. The address of the property being sold. The price to be paid for the property. The date of transfer. Disclosures. Contingencies. Signatures.

A SPA should specify the sale price for the shares, specify the currency and timescale for the sale, and list any other conditions like staged payments. Usually, payment is made in cash, although sometimes the buyer may offer the seller some of its shares, or issue loan notes to the seller.

This means that the Seller is entitled to the cash on the balance sheet on the closing date of the transaction, and that the Seller is responsible for debts owed by the company (defined as Indebtedness).

An asset sale is the purchase of individual assets and liabilities, whereas a stock sale is the purchase of the owner's shares of a corporation. While there are many considerations when negotiating the type of transaction, tax implications and potential liabilities are the primary concerns.

A stock purchase agreement typically includes the following information: Your business name. The name and mailing address of the entity buying shares in your company's stocks. The par value (essentially the sale price) of the stocks being sold. The number of stocks the buyer is purchasing.

Stock purchase agreements (SPAs) are legally binding contracts between shareholders and companies. Also known as share purchase agreements, these contracts establish all of the terms and conditions related to the sale of a company's stocks.

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Texas Sample Stock Purchase and Sale Agreement model for use in corporate matters between Alexander and Alexander Services, Inc., and American International Group, Inc.