Texas Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penncorp Financial Group, Inc. regarding issued and outstanding shares common stock

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9222
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Reassur America Life Insurance Company and Penncorp Financial Group, Inc. regarding issued and outstanding shares of common stock dated January 7, 2000. 64 pages. Title: Texas Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. for Issued and Outstanding Common Stock Introduction: The Texas Sample Stock Purchase Agreement discussed herein pertains to a transaction between two prominent entities, Reassure America Life Insurance Co. (hereinafter referred to as "Buyer") and Penn corp Financial Group, Inc. (hereinafter referred to as "Seller"). This comprehensive agreement governs the purchase of the Seller's issued and outstanding shares of common stock. The agreement ensures that both parties are legally protected while covering the essential terms and conditions of the purchase. Key Terms and Conditions: 1. Parties: The agreement outlines the legal entities involved in the transaction, namely Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. 2. Definitions: This section provides definitions of various crucial terms used throughout the agreement to ensure clarity and mutual understanding between the parties. 3. Purchase and Sale: Buyer commits to purchasing, and Seller agrees to sell, a predetermined number of issued and outstanding shares of common stock, as specified in the agreement. 4. Purchase Price: The agreement lays out the agreed-upon purchase price for the common stock. The price may be in cash, promissory notes, or a combination of both, as mutually agreed upon between the parties. 5. Representations and Warranties: Seller makes certain representations and warranties regarding the common stock, such as ownership, authority to sell, absence of encumbrances, and compliance with all applicable laws and regulations. 6. Closing and Conditions Precedent: The agreement lays down the conditions that must be met before the closing date. These conditions typically include shareholder and regulatory approvals, third-party consents, and the accuracy of representations and warranties. 7. Indemnification: This section outlines the responsibilities of each party concerning indemnification for breaching their respective representations, warranties, and covenants under the agreement. Types of Texas Sample Stock Purchase Agreements: 1. Texas Sample Stock Purchase Agreement — Cash Transaction: This agreement involves a cash-only transaction where the purchase price is paid entirely in cash. 2. Texas Sample Stock Purchase Agreement — Cash and Promissory Note Transaction: This agreement combines cash and promissory notes as the purchase price, specifying the terms and conditions for both payment methods. 3. Texas Sample Stock Purchase Agreement — Escrow Transaction: In an escrow transaction, the purchase price is held in escrow until certain conditions specified in the agreement are met. Conclusion: The Texas Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. provides a detailed framework for the purchase of outstanding shares of common stock. By defining key terms, purchase price, representations, and closing conditions, this agreement serves as a legally binding document that protects the interests of both the buyer and the seller. Different types of agreements can be customized to suit specific transaction requirements, including cash transactions, cash and promissory note transactions, and escrow transactions.

Title: Texas Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. for Issued and Outstanding Common Stock Introduction: The Texas Sample Stock Purchase Agreement discussed herein pertains to a transaction between two prominent entities, Reassure America Life Insurance Co. (hereinafter referred to as "Buyer") and Penn corp Financial Group, Inc. (hereinafter referred to as "Seller"). This comprehensive agreement governs the purchase of the Seller's issued and outstanding shares of common stock. The agreement ensures that both parties are legally protected while covering the essential terms and conditions of the purchase. Key Terms and Conditions: 1. Parties: The agreement outlines the legal entities involved in the transaction, namely Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. 2. Definitions: This section provides definitions of various crucial terms used throughout the agreement to ensure clarity and mutual understanding between the parties. 3. Purchase and Sale: Buyer commits to purchasing, and Seller agrees to sell, a predetermined number of issued and outstanding shares of common stock, as specified in the agreement. 4. Purchase Price: The agreement lays out the agreed-upon purchase price for the common stock. The price may be in cash, promissory notes, or a combination of both, as mutually agreed upon between the parties. 5. Representations and Warranties: Seller makes certain representations and warranties regarding the common stock, such as ownership, authority to sell, absence of encumbrances, and compliance with all applicable laws and regulations. 6. Closing and Conditions Precedent: The agreement lays down the conditions that must be met before the closing date. These conditions typically include shareholder and regulatory approvals, third-party consents, and the accuracy of representations and warranties. 7. Indemnification: This section outlines the responsibilities of each party concerning indemnification for breaching their respective representations, warranties, and covenants under the agreement. Types of Texas Sample Stock Purchase Agreements: 1. Texas Sample Stock Purchase Agreement — Cash Transaction: This agreement involves a cash-only transaction where the purchase price is paid entirely in cash. 2. Texas Sample Stock Purchase Agreement — Cash and Promissory Note Transaction: This agreement combines cash and promissory notes as the purchase price, specifying the terms and conditions for both payment methods. 3. Texas Sample Stock Purchase Agreement — Escrow Transaction: In an escrow transaction, the purchase price is held in escrow until certain conditions specified in the agreement are met. Conclusion: The Texas Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. provides a detailed framework for the purchase of outstanding shares of common stock. By defining key terms, purchase price, representations, and closing conditions, this agreement serves as a legally binding document that protects the interests of both the buyer and the seller. Different types of agreements can be customized to suit specific transaction requirements, including cash transactions, cash and promissory note transactions, and escrow transactions.