Orange California Sample Purchase and Sale Agreement Purchase and Sale of stock between GEC Acquisition Corp., Exigent International, Inc., GEC North America Corp.

• Category: Corporations - Public - Purchase
• State: Multi-State
• County: Orange
• Control #: US-EG-9221
• Format: Word; Rich Text

Description

Agreement for Purchase and Sale of stock between GEC Acquisition Corporation, Exigent International, Inc., GEC North America Corporation, Roger A. Gilmartin, Jacqueline R. Gilmartin, Deborah M. Bowen and Mark W. Brydges regarding the acquisition Orange, California Sample Purchase and Sale Agreement for the Purchase and Sale of stock between GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. This purchase and sale agreement (hereinafter referred to as the "Agreement") is entered into between GET Acquisition Corp., a California corporation (hereinafter referred to as the "Seller"), Exigent International, Inc., a Delaware corporation (hereinafter referred to as the "Buyer"), and GET North America Corp., a subsidiary of Seller (hereinafter referred to as the "Subsidiary"). 1. Parties Involved The Agreement involves three parties: GETEC Acquisition Corp. as the Seller, a California corporation. — Exigent International, Inc. as the Buyer, a Delaware corporation. GETEC North America Corp. as the Subsidiary of the Seller, a subsidiary corporation operating in Orange, California. 2. Stock Purchase The Seller agrees to sell and the Buyer agrees to purchase a specified number of shares representing ownership in the Subsidiary. The purchase price, payment terms, and closing date shall be negotiated between the parties and outlined in the separate agreement. 3. Assumed Liabilities The Buyer agrees to assume all liabilities and obligations of the Subsidiary as of the closing date, excluding any liabilities expressly excluded in the agreement. 4. Representations and Warranties Both the Seller and the Buyer mutually represent and warrant that they have the authority to enter into this Agreement, the Subsidiary is duly organized and validly existing, and all necessary approvals and permissions have been obtained. Further representations and warranties will be included as a separate exhibit. 5. Conditions Precedent The Agreement is subject to certain conditions precedent, including, but not limited to, obtaining necessary regulatory approvals, the absence of any material adverse change in the Subsidiary's financial condition, and the execution of related agreements. 6. Confidentiality Both parties agree to maintain the confidentiality of any non-public information disclosed during the negotiation and execution of this Agreement, subject to certain exceptions as defined in a separate confidentiality agreement. 7. Governing Law and Jurisdiction The Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the state or federal courts located in Orange County, California. 8. Entire Agreement This Agreement, together with any exhibits, constitutes the entire agreement between the parties, superseding any previous discussions or negotiations concerning the subject herein. Different types of Orange California Sample Purchase and Sale Agreements for the Purchase and Sale of stock between GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. may include variations based on specific terms, additional provisions, or amendments addressing unique circumstances, such as: — Asset Purchase Agreement: If the parties intend to transfer specific assets of the Subsidiary rather than the stock itself. — Earn-Out Agreement: If a portion of the purchase price is contingent upon achieving certain financial or performance milestones. — Stock Option Agreement: If the Buyer is purchasing stock options or warrants instead of the actual stock shares. — Stock Purchase Agreement for Restricted Stock: If the stock being sold contains restrictions or limitations on transferability. — Stock Exchange Agreement: If the stock sale involves an exchange of shares from one party to another. Each agreement type will have its own characteristics and clauses tailored to address the particularities of the transaction.

Orange, California Sample Purchase and Sale Agreement for the Purchase and Sale of stock between GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. This purchase and sale agreement (hereinafter referred to as the "Agreement") is entered into between GET Acquisition Corp., a California corporation (hereinafter referred to as the "Seller"), Exigent International, Inc., a Delaware corporation (hereinafter referred to as the "Buyer"), and GET North America Corp., a subsidiary of Seller (hereinafter referred to as the "Subsidiary"). 1. Parties Involved The Agreement involves three parties: GETEC Acquisition Corp. as the Seller, a California corporation. — Exigent International, Inc. as the Buyer, a Delaware corporation. GETEC North America Corp. as the Subsidiary of the Seller, a subsidiary corporation operating in Orange, California. 2. Stock Purchase The Seller agrees to sell and the Buyer agrees to purchase a specified number of shares representing ownership in the Subsidiary. The purchase price, payment terms, and closing date shall be negotiated between the parties and outlined in the separate agreement. 3. Assumed Liabilities The Buyer agrees to assume all liabilities and obligations of the Subsidiary as of the closing date, excluding any liabilities expressly excluded in the agreement. 4. Representations and Warranties Both the Seller and the Buyer mutually represent and warrant that they have the authority to enter into this Agreement, the Subsidiary is duly organized and validly existing, and all necessary approvals and permissions have been obtained. Further representations and warranties will be included as a separate exhibit. 5. Conditions Precedent The Agreement is subject to certain conditions precedent, including, but not limited to, obtaining necessary regulatory approvals, the absence of any material adverse change in the Subsidiary's financial condition, and the execution of related agreements. 6. Confidentiality Both parties agree to maintain the confidentiality of any non-public information disclosed during the negotiation and execution of this Agreement, subject to certain exceptions as defined in a separate confidentiality agreement. 7. Governing Law and Jurisdiction The Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the state or federal courts located in Orange County, California. 8. Entire Agreement This Agreement, together with any exhibits, constitutes the entire agreement between the parties, superseding any previous discussions or negotiations concerning the subject herein. Different types of Orange California Sample Purchase and Sale Agreements for the Purchase and Sale of stock between GET Acquisition Corp., Exigent International, Inc., and GET North America Corp. may include variations based on specific terms, additional provisions, or amendments addressing unique circumstances, such as: — Asset Purchase Agreement: If the parties intend to transfer specific assets of the Subsidiary rather than the stock itself. — Earn-Out Agreement: If a portion of the purchase price is contingent upon achieving certain financial or performance milestones. — Stock Option Agreement: If the Buyer is purchasing stock options or warrants instead of the actual stock shares. — Stock Purchase Agreement for Restricted Stock: If the stock being sold contains restrictions or limitations on transferability. — Stock Exchange Agreement: If the stock sale involves an exchange of shares from one party to another. Each agreement type will have its own characteristics and clauses tailored to address the particularities of the transaction.