Is a stock purchase agreement a merger?

A merger transaction is similar to a stock purchase in that the buyer will acquire all of the target company's assets, rights, and liabilities (known and unknown) and will be unable to specifically identify which assets and liabilities it wishes to assume.

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Sample Stock Purchase Agreement between Integrated Communication...

Maricopa Arizona Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc.

Name: Maricopa Arizona Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc.
Brand: US Legal Forms
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Corporations - Public - Stock Purchase Sample

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Multi-State

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Maricopa

Control #:

US-EG-9146

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Description

Stock Purchase Agr. btwn Integrated Communication Networks, Inc. (a/k/a Global Access Pagers, Inc.), PhoneXchange, Inc., et al. dated January 1, 1999. 63 pages

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A merger transaction is similar to a stock purchase in that the buyer will acquire all of the target company's assets, rights, and liabilities (known and unknown) and will be unable to specifically identify which assets and liabilities it wishes to assume.

In an asset acquisition, the buyer is able to specify the liabilities it is willing to assume, while leaving other liabilities behind. In a stock purchase, on the other hand, the buyer purchases stock in a company that may have unknown or uncertain liabilities.

Stock Purchase Agreement: Everything You Need to Know Name of company. Purchaser's name. Par value of shares. Number of shares being sold. When/where the transaction takes place. Representations and warranties made by purchaser and seller. Potential employee issues, such as bonuses and benefits.

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.

An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.

A DPA is sometimes known as a Stock Purchase Agreement or Definitive Merger Agreement. A Definitive Purchase Agreement is used as a document to transfer the ownership of a company.

A Share Purchase Agreement, also called a Stock Purchase Agreement, is used to transfer the ownership of shares (also called stock) in a company from a seller to a buyer. Shares (or stock) are units of ownership in a company that are divided among shareholders (also called stockholders).

A merger is, in many ways, similar to a stock deal in that the buyer acquires the entire entity operating the business, including all of the assets and liabilities of the business.

In a stock sale, the purchase agreement will not describe specific assets and liabilities of the business to be acquired since the entire spectrum of assets and liabilities of the business will transfer to the buyer along with the entity that is purchased.

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Maricopa Arizona Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc.

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Is a stock purchase agreement a merger?

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Is a stock purchase a merger?

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What are the rights and obligations of Integrated Communication Networks, Inc. under this agreement?

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