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
Title: Sacramento, California Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Keywords: Sacramento, California, Stock Purchase Agreement, Integrated Communication Networks, PhoneXchange Introduction: This sample stock purchase agreement outlines the terms and conditions of the transaction between Integrated Communication Networks, Inc. (hereafter referred to as "ICN") and PhoneXchange, Inc. (hereafter referred to as "PX"). The agreement governs the sale and purchase of stocks from ICN to PX within the jurisdiction of Sacramento, California. 1. Parties Involved: The agreement involves two entities: a) Integrated Communication Networks, Inc. (ICN) — A reputed telecommunication solutions provider headquartered in Sacramento, California. b) PhoneXchange, Inc. (PX) — A telecommunications equipment manufacturer and distributor based in Sacramento, California. 2. Stock Purchase Details: a) Number and Type of Shares: The agreement specifies the exact number and type of shares being sold and purchased. b) Purchase Price: The purchase price per share is defined, along with the total consideration for the entire transaction. c) Payment Terms: The agreement outlines the payment terms, including the payment method, schedules, and any applicable milestones. d) Closing Date: The date by which the transaction is expected to be completed, including any conditions precedent. 3. Representations and Warranties: Both ICN and PX make certain representations and warranties, ensuring the accuracy and completeness of the transaction. This section encompasses various aspects, such as financial statements, legal compliance, intellectual property, and more. 4. Conditions Precedent: The agreement may contain certain conditions precedent that must be met before the transaction can be finalized. These conditions may include regulatory approvals, third-party consents, or satisfactory due diligence. 5. Confidentiality and Non-Disclosure: To protect the confidential and proprietary information of both parties, the agreement establishes provisions for confidentiality and non-disclosure. 6. Indemnification: To allocate risks, the agreement outlines the indemnification provisions in case of any breach, misrepresentation, or violation of the agreement by either party. 7. Governing Law and Jurisdiction: The agreement establishes that any dispute or legal matter arising from the agreement will be governed by the laws of California and resolved in the courts of Sacramento. Types of Sacramento, California Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Consideration: This type involves the purchase of stocks with cash as the consideration. 2. Stock Purchase Agreement with Stock Consideration: This type involves the purchase of stocks with stocks of the acquiring company as consideration. 3. Stock Purchase Agreement with Debt Consideration: This type involves the purchase of stocks with debt instruments or promissory notes as consideration. Conclusion: This Sacramento, California Sample Stock Purchase Agreement sets out the terms and conditions for the sale and purchase of stocks between ICN and PX. It governs the transaction according to the laws of California, providing a comprehensive framework to safeguard the rights and interests of both parties involved.
Title: Sacramento, California Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Keywords: Sacramento, California, Stock Purchase Agreement, Integrated Communication Networks, PhoneXchange Introduction: This sample stock purchase agreement outlines the terms and conditions of the transaction between Integrated Communication Networks, Inc. (hereafter referred to as "ICN") and PhoneXchange, Inc. (hereafter referred to as "PX"). The agreement governs the sale and purchase of stocks from ICN to PX within the jurisdiction of Sacramento, California. 1. Parties Involved: The agreement involves two entities: a) Integrated Communication Networks, Inc. (ICN) — A reputed telecommunication solutions provider headquartered in Sacramento, California. b) PhoneXchange, Inc. (PX) — A telecommunications equipment manufacturer and distributor based in Sacramento, California. 2. Stock Purchase Details: a) Number and Type of Shares: The agreement specifies the exact number and type of shares being sold and purchased. b) Purchase Price: The purchase price per share is defined, along with the total consideration for the entire transaction. c) Payment Terms: The agreement outlines the payment terms, including the payment method, schedules, and any applicable milestones. d) Closing Date: The date by which the transaction is expected to be completed, including any conditions precedent. 3. Representations and Warranties: Both ICN and PX make certain representations and warranties, ensuring the accuracy and completeness of the transaction. This section encompasses various aspects, such as financial statements, legal compliance, intellectual property, and more. 4. Conditions Precedent: The agreement may contain certain conditions precedent that must be met before the transaction can be finalized. These conditions may include regulatory approvals, third-party consents, or satisfactory due diligence. 5. Confidentiality and Non-Disclosure: To protect the confidential and proprietary information of both parties, the agreement establishes provisions for confidentiality and non-disclosure. 6. Indemnification: To allocate risks, the agreement outlines the indemnification provisions in case of any breach, misrepresentation, or violation of the agreement by either party. 7. Governing Law and Jurisdiction: The agreement establishes that any dispute or legal matter arising from the agreement will be governed by the laws of California and resolved in the courts of Sacramento. Types of Sacramento, California Sample Stock Purchase Agreements: 1. Stock Purchase Agreement with Cash Consideration: This type involves the purchase of stocks with cash as the consideration. 2. Stock Purchase Agreement with Stock Consideration: This type involves the purchase of stocks with stocks of the acquiring company as consideration. 3. Stock Purchase Agreement with Debt Consideration: This type involves the purchase of stocks with debt instruments or promissory notes as consideration. Conclusion: This Sacramento, California Sample Stock Purchase Agreement sets out the terms and conditions for the sale and purchase of stocks between ICN and PX. It governs the transaction according to the laws of California, providing a comprehensive framework to safeguard the rights and interests of both parties involved.