Houston Texas Sample Stock Purchase Agreement Agreement between Vlasic Foods International, Inc., Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• City: Houston
• Control #: US-EG-9164
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Vlasic Foods International, Inc., Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd. dated December 17, 1999. 60 pages Houston, Texas, Sample Stock Purchase Agreement between Vlasic Foods International, Inc., Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd. This Houston, Texas, Sample Stock Purchase Agreement is entered into between Vlasic Foods International, Inc., a prominent multinational food processing company headquartered in Houston, Texas, and Money's Foods (U.S.) Ltd. and Money's Mushrooms, Ltd., both subsidiaries of Money's Corporation, specializing in mushroom cultivation and distribution. Article 1: Definitions The agreement begins with defining key terms such as "Seller," "Buyer," "Stock," "Closing Date," "Purchase Price," and other necessary descriptions relevant to the stock purchase transaction. Article 2: Purchase and Sale of Stock This section outlines the details of the transaction, including the number of shares being purchased, the purchase price per share, and any conditions precedent required for closing. Article 3: Representations and Warranties Both parties provide extensive representations and warranties encompassing their corporate authority, title, financial statements, compliance with laws, absence of litigation, and any undisclosed liabilities. Article 4: Covenants and Agreements This portion highlights the obligations and commitments of both the buyer and the seller before and after the closing date, such as allowing access to information, cooperation in obtaining regulatory approvals, and the provision of necessary documents. Article 5: Closing Conditions for the closing of the stock purchase agreement are specified in this section. This includes regulatory approvals, absence of material adverse changes, and the accuracy of representations and warranties. Article 6: Indemnification The indemnification clause outlines the rights and obligations of the seller in case of breach of representations and warranties. It includes the procedures for making claims, limitations on indemnification, and survival periods. Article 7: Governing Law and Dispute Resolution This section establishes that the agreement is governed by the laws of Texas and outlines the process for resolving disputes, including negotiation, mediation, and arbitration. Article 8: Miscellaneous Various miscellaneous provisions such as notices, successors, and assignment, entire agreement, and amendment procedures are covered in this section. Different types or variations of the Houston, Texas, Sample Stock Purchase Agreement between Vlasic Foods International, Inc., Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd. could include: 1. Houston, Texas, Sample Stock Purchase Agreement for Asset Acquisition: Where Vlasic Foods International, Inc. acquires specific assets of Money's Foods (U.S.) Ltd. and Money's Mushrooms, Ltd., rather than their stock. 2. Houston, Texas, Sample Stock Purchase Agreement with Earn out Provision: If the purchase price is subject to adjustment based on future performance metrics, a Darn out provision can be added to define the applicable conditions and adjustments. 3. Houston, Texas, Sample Stock Purchase Agreement with Non-Compete Clause: This variation may include a non-compete provision, restricting the sellers from engaging in similar business activities or competing against Vlasic Foods International, Inc. within a specified time frame and geographic scope. 4. Houston, Texas, Sample Stock Purchase Agreement with Employment Contracts: If certain key employees' services are deemed significant for the buyer, employment contracts can be attached to secure their continued service post-transaction. 5. Houston, Texas, Sample Stock Purchase Agreement with Escrow: This type of agreement may involve placing a portion of the purchase price into an escrow account to secure any potential indemnification claims or post-closing adjustments. It is essential to consult legal professionals to tailor the agreement to specific requirements and regulations to ensure compliance with applicable laws.

Houston, Texas, Sample Stock Purchase Agreement between Vlasic Foods International, Inc., Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd. This Houston, Texas, Sample Stock Purchase Agreement is entered into between Vlasic Foods International, Inc., a prominent multinational food processing company headquartered in Houston, Texas, and Money's Foods (U.S.) Ltd. and Money's Mushrooms, Ltd., both subsidiaries of Money's Corporation, specializing in mushroom cultivation and distribution. Article 1: Definitions The agreement begins with defining key terms such as "Seller," "Buyer," "Stock," "Closing Date," "Purchase Price," and other necessary descriptions relevant to the stock purchase transaction. Article 2: Purchase and Sale of Stock This section outlines the details of the transaction, including the number of shares being purchased, the purchase price per share, and any conditions precedent required for closing. Article 3: Representations and Warranties Both parties provide extensive representations and warranties encompassing their corporate authority, title, financial statements, compliance with laws, absence of litigation, and any undisclosed liabilities. Article 4: Covenants and Agreements This portion highlights the obligations and commitments of both the buyer and the seller before and after the closing date, such as allowing access to information, cooperation in obtaining regulatory approvals, and the provision of necessary documents. Article 5: Closing Conditions for the closing of the stock purchase agreement are specified in this section. This includes regulatory approvals, absence of material adverse changes, and the accuracy of representations and warranties. Article 6: Indemnification The indemnification clause outlines the rights and obligations of the seller in case of breach of representations and warranties. It includes the procedures for making claims, limitations on indemnification, and survival periods. Article 7: Governing Law and Dispute Resolution This section establishes that the agreement is governed by the laws of Texas and outlines the process for resolving disputes, including negotiation, mediation, and arbitration. Article 8: Miscellaneous Various miscellaneous provisions such as notices, successors, and assignment, entire agreement, and amendment procedures are covered in this section. Different types or variations of the Houston, Texas, Sample Stock Purchase Agreement between Vlasic Foods International, Inc., Money's Foods (U.S.) Ltd., and Money's Mushrooms, Ltd. could include: 1. Houston, Texas, Sample Stock Purchase Agreement for Asset Acquisition: Where Vlasic Foods International, Inc. acquires specific assets of Money's Foods (U.S.) Ltd. and Money's Mushrooms, Ltd., rather than their stock. 2. Houston, Texas, Sample Stock Purchase Agreement with Earn out Provision: If the purchase price is subject to adjustment based on future performance metrics, a Darn out provision can be added to define the applicable conditions and adjustments. 3. Houston, Texas, Sample Stock Purchase Agreement with Non-Compete Clause: This variation may include a non-compete provision, restricting the sellers from engaging in similar business activities or competing against Vlasic Foods International, Inc. within a specified time frame and geographic scope. 4. Houston, Texas, Sample Stock Purchase Agreement with Employment Contracts: If certain key employees' services are deemed significant for the buyer, employment contracts can be attached to secure their continued service post-transaction. 5. Houston, Texas, Sample Stock Purchase Agreement with Escrow: This type of agreement may involve placing a portion of the purchase price into an escrow account to secure any potential indemnification claims or post-closing adjustments. It is essential to consult legal professionals to tailor the agreement to specific requirements and regulations to ensure compliance with applicable laws.