Wisconsin Sample Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9316
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc. regarding guarantee of obligations and sale of shares of common stock dated December 30, 1999. 74 pages. Wisconsin Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. A stock purchase agreement is a legal document outlining the terms and conditions of a stock sale between two parties. In this case, the agreement is between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., all based in Wisconsin. This type of agreement allows Human, Inc., as the buyer, to acquire the stock of Physician Corporation of America from Folksamerica Holding Company, Inc., the seller. The agreement aims to establish clear guidelines, protect the interests of all parties involved, and ensure a smooth transaction. The terms within the agreement can be customized to fit the specific needs of the involved companies. Key Clauses and Provisions: 1. Sale and Purchase of Stock: The core element of the agreement is the sale and purchase of the stock. It outlines the number and class of shares being sold, the purchase price, and the payment terms. 2. Representations and Warranties: This section entails statements made by each party regarding the accuracy of information and various aspects of the stock being sold. It ensures transparency and provides protection against misrepresentation. 3. Conditions Precedent: Specifies the conditions that must be met for the agreement to be binding. These may include regulatory approvals, due diligence, consents, or any other requirements necessary for the completion of the transaction. 4. Closing and Deliveries: Describes the process and timeline for closing the sale and transferring the stock ownership. It includes the details of the closing date, location, and required documents to be exchanged. 5. Indemnification: Establishes the mechanisms to address potential liabilities or losses arising from the transaction. It outlines the indemnification obligations of each party and the procedures for filing claims and disputes. 6. Governing Law and Jurisdiction: Determines the applicable laws and jurisdiction in the event of legal disputes or disagreements between the parties. In this case, as it is a Wisconsin Sample Stock Purchase Agreement, it will be governed by Wisconsin state laws. Types of Wisconsin Sample Stock Purchase Agreements: 1. Standard Stock Purchase Agreement: A comprehensive agreement that covers all the essential elements of the sale and purchase of stock, as described above. 2. Simple Stock Purchase Agreement: A more condensed version of the agreement designed for straightforward transactions involving a limited number of shares or simpler ownership structures. 3. Conditional Stock Purchase Agreement: An agreement that includes specific contingencies or conditions that need to be met before the stock sale can be consummated. These may be based on performance milestones, financial targets, or regulatory approvals. 4. Stock Purchase Agreement with Earn out: An agreement that includes provisions for additional payments or adjustments based on future performance, allowing the buying party to pay a portion of the purchase price after closing. It is essential to consult with legal professionals familiar with Wisconsin law and review the specific circumstances and requirements of the parties involved to draft a tailored and appropriate Wisconsin Sample Stock Purchase Agreement.

Wisconsin Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. A stock purchase agreement is a legal document outlining the terms and conditions of a stock sale between two parties. In this case, the agreement is between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., all based in Wisconsin. This type of agreement allows Human, Inc., as the buyer, to acquire the stock of Physician Corporation of America from Folksamerica Holding Company, Inc., the seller. The agreement aims to establish clear guidelines, protect the interests of all parties involved, and ensure a smooth transaction. The terms within the agreement can be customized to fit the specific needs of the involved companies. Key Clauses and Provisions: 1. Sale and Purchase of Stock: The core element of the agreement is the sale and purchase of the stock. It outlines the number and class of shares being sold, the purchase price, and the payment terms. 2. Representations and Warranties: This section entails statements made by each party regarding the accuracy of information and various aspects of the stock being sold. It ensures transparency and provides protection against misrepresentation. 3. Conditions Precedent: Specifies the conditions that must be met for the agreement to be binding. These may include regulatory approvals, due diligence, consents, or any other requirements necessary for the completion of the transaction. 4. Closing and Deliveries: Describes the process and timeline for closing the sale and transferring the stock ownership. It includes the details of the closing date, location, and required documents to be exchanged. 5. Indemnification: Establishes the mechanisms to address potential liabilities or losses arising from the transaction. It outlines the indemnification obligations of each party and the procedures for filing claims and disputes. 6. Governing Law and Jurisdiction: Determines the applicable laws and jurisdiction in the event of legal disputes or disagreements between the parties. In this case, as it is a Wisconsin Sample Stock Purchase Agreement, it will be governed by Wisconsin state laws. Types of Wisconsin Sample Stock Purchase Agreements: 1. Standard Stock Purchase Agreement: A comprehensive agreement that covers all the essential elements of the sale and purchase of stock, as described above. 2. Simple Stock Purchase Agreement: A more condensed version of the agreement designed for straightforward transactions involving a limited number of shares or simpler ownership structures. 3. Conditional Stock Purchase Agreement: An agreement that includes specific contingencies or conditions that need to be met before the stock sale can be consummated. These may be based on performance milestones, financial targets, or regulatory approvals. 4. Stock Purchase Agreement with Earn out: An agreement that includes provisions for additional payments or adjustments based on future performance, allowing the buying party to pay a portion of the purchase price after closing. It is essential to consult with legal professionals familiar with Wisconsin law and review the specific circumstances and requirements of the parties involved to draft a tailored and appropriate Wisconsin Sample Stock Purchase Agreement.