Houston Texas 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
• City: Houston
• 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 Houston Texas Sample Stock Purchase Agreement is a legal document outlining the terms and conditions for the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. This agreement is specifically designed for transactions occurring in Houston, Texas. Below are some key details that may be included in such a Sample Stock Purchase Agreement: 1. Parties Involved: The agreement will clearly state the names of the involved parties, i.e., Fin ova Capital Corp. and Fremont Financial Corp. It will also include their respective corporate addresses and details of representation. 2. Scope and Definitions: The agreement will define its scope and purpose, stating that Fin ova Capital Corp. intends to acquire all the shares of Fremont Financial Corp. and become the sole owner of the company. Relevant definitions like "Shares," "Purchase Price," and "Effective Date" will also be provided. 3. Purchase Price and Payment Terms: The agreement will mention the agreed-upon Purchase Price for the shares, which could be a fixed amount or subject to certain adjustments. It will specify the payment terms, including the mode and timeline for the payment. 4. Representations and Warranties: Both parties will make various representations and warranties. These may include statements about their authority to enter into the agreement, ownership of shares, absence of any pending litigation, and compliance with applicable laws and regulations. 5. Conditions Precedent: The agreement might outline certain conditions that need to be fulfilled before the transaction can take place. These conditions could involve the approval of regulatory authorities, receipt of necessary consents, and completion of due diligence. 6. covenants: The parties may agree to certain covenants, such as maintaining the confidentiality of non-public information, observing non-compete provisions, and ensuring no material change occurs between signing and closing. 7. Indemnification: The agreement will define the indemnification obligations of each party in case of breaches or inaccuracies in the representations and warranties made during the transaction. 8. Governing Law and Dispute Resolution: The Sample Stock Purchase Agreement will specify the governing law of the agreement, which will typically be the laws of the state of Texas. It will also designate a forum for the resolution of any disputes that may arise. Types of Houston Texas Sample Stock Purchase Agreements regarding acquisition by Fin ova Capital Corp. of all outstanding shares of Fremont Financial Corp. may vary depending on additional clauses included to address unique circumstances. Some possible variations could include agreements with specific earn-out provisions, seller financing arrangements, or agreements specifically tailored for tax-efficient transactions. It is important to note that the above details are general in nature and may not cover all aspects of a Stock Purchase Agreement. Consulting with legal professionals experienced in mergers and acquisitions is highly recommended drafting a comprehensive and customized agreement.

Houston Texas Sample Stock Purchase Agreement is a legal document outlining the terms and conditions for the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. This agreement is specifically designed for transactions occurring in Houston, Texas. Below are some key details that may be included in such a Sample Stock Purchase Agreement: 1. Parties Involved: The agreement will clearly state the names of the involved parties, i.e., Fin ova Capital Corp. and Fremont Financial Corp. It will also include their respective corporate addresses and details of representation. 2. Scope and Definitions: The agreement will define its scope and purpose, stating that Fin ova Capital Corp. intends to acquire all the shares of Fremont Financial Corp. and become the sole owner of the company. Relevant definitions like "Shares," "Purchase Price," and "Effective Date" will also be provided. 3. Purchase Price and Payment Terms: The agreement will mention the agreed-upon Purchase Price for the shares, which could be a fixed amount or subject to certain adjustments. It will specify the payment terms, including the mode and timeline for the payment. 4. Representations and Warranties: Both parties will make various representations and warranties. These may include statements about their authority to enter into the agreement, ownership of shares, absence of any pending litigation, and compliance with applicable laws and regulations. 5. Conditions Precedent: The agreement might outline certain conditions that need to be fulfilled before the transaction can take place. These conditions could involve the approval of regulatory authorities, receipt of necessary consents, and completion of due diligence. 6. covenants: The parties may agree to certain covenants, such as maintaining the confidentiality of non-public information, observing non-compete provisions, and ensuring no material change occurs between signing and closing. 7. Indemnification: The agreement will define the indemnification obligations of each party in case of breaches or inaccuracies in the representations and warranties made during the transaction. 8. Governing Law and Dispute Resolution: The Sample Stock Purchase Agreement will specify the governing law of the agreement, which will typically be the laws of the state of Texas. It will also designate a forum for the resolution of any disputes that may arise. Types of Houston Texas Sample Stock Purchase Agreements regarding acquisition by Fin ova Capital Corp. of all outstanding shares of Fremont Financial Corp. may vary depending on additional clauses included to address unique circumstances. Some possible variations could include agreements with specific earn-out provisions, seller financing arrangements, or agreements specifically tailored for tax-efficient transactions. It is important to note that the above details are general in nature and may not cover all aspects of a Stock Purchase Agreement. Consulting with legal professionals experienced in mergers and acquisitions is highly recommended drafting a comprehensive and customized agreement.