King Washington Sample Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• County: King
• Control #: US-EG-9316
• Format: Word; Rich Text

Description

Stock Purchase Agreement between Humana, Inc., Physician Corporation of America and Folksamerica Holding Company, Inc. regarding guarantee of obligations and sale of shares of common stock dated December 30, 1999. 74 pages. Title: King Washington Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. Introduction: A King Washington Sample Stock Purchase Agreement (SPA) serves as a legally binding document between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This agreement outlines the terms and conditions related to the purchase and sale of stock shares. The following is a detailed description of this agreement, including its key components and different types. Key Components of the King Washington Sample Stock Purchase Agreement: 1. Parties Involved: Humanna, Inc.: A prominent healthcare company focused on the provision of insurance and healthcare services. — Physician Corporation of America: A medical organization specializing in the management and operation of healthcare facilities. — Folksamerica Holding Company, Inc.: A leading financial corporation involved in diverse investments, including healthcare. 2. Stock Purchase Details: — Purchase Price: Specifies the agreed-upon price per share to be paid by the buyer (Human, Inc.) to the selling parties. — Number of Shares: Determines the quantity of shares to be acquired by the buyer, defining the ownership percentage obtained. 3. Representations and Warranties: — Sellers' Representations: Outlines assurances from the selling parties regarding the accuracy of information provided, absence of undisclosed liabilities, and ownership rights of the stock being sold. — Buyer's Representations: Indicates that the buyer has the capacity and authority to execute the agreement and intends to comply with all applicable laws and regulations. 4. Conditions Precedent: — Conditions of Closing: Describes the specific events or actions required to be completed before the transaction can be finalized. Examples include obtaining necessary regulatory approvals or completing due diligence. 5. Indemnification and Limitation of Liability: — Indemnification: Specifies the responsibility to compensate for any losses, damages, or liabilities arising from breaches of representations, warranties, or covenants. — Limitation of Liability: Sets a cap on certain types of damages or liabilities to protect both parties from excessive financial exposures in case of a breach. Different Types of King Washington Sample Stock Purchase Agreements: 1. Asset Acquisition SPA: This type of agreement specifically focuses on the purchase of the target company's assets rather than its stock shares. 2. Merger Agreement SPA: In the case of a merger between Human, Inc. and Physician Corporation of America, this agreement outlines the consolidation process, including the exchange of shares and restructuring of ownership. 3. Stock Subscription SPA: Suitable for situations where a new share issuance is involved or when a private placement is conducted by the selling parties. Conclusion: The King Washington Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., represents a comprehensive framework that governs the purchase and sale of stock shares. By detailing key components such as purchase price, representations, warranties, and indemnification provisions, this agreement ensures transparency, legal compliance, and protection for all involved parties. Different types of stock purchase agreements allow for flexibility in addressing specific transaction circumstances, including asset acquisitions, mergers, and stock subscriptions.

Title: King Washington Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. Introduction: A King Washington Sample Stock Purchase Agreement (SPA) serves as a legally binding document between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc. This agreement outlines the terms and conditions related to the purchase and sale of stock shares. The following is a detailed description of this agreement, including its key components and different types. Key Components of the King Washington Sample Stock Purchase Agreement: 1. Parties Involved: Humanna, Inc.: A prominent healthcare company focused on the provision of insurance and healthcare services. — Physician Corporation of America: A medical organization specializing in the management and operation of healthcare facilities. — Folksamerica Holding Company, Inc.: A leading financial corporation involved in diverse investments, including healthcare. 2. Stock Purchase Details: — Purchase Price: Specifies the agreed-upon price per share to be paid by the buyer (Human, Inc.) to the selling parties. — Number of Shares: Determines the quantity of shares to be acquired by the buyer, defining the ownership percentage obtained. 3. Representations and Warranties: — Sellers' Representations: Outlines assurances from the selling parties regarding the accuracy of information provided, absence of undisclosed liabilities, and ownership rights of the stock being sold. — Buyer's Representations: Indicates that the buyer has the capacity and authority to execute the agreement and intends to comply with all applicable laws and regulations. 4. Conditions Precedent: — Conditions of Closing: Describes the specific events or actions required to be completed before the transaction can be finalized. Examples include obtaining necessary regulatory approvals or completing due diligence. 5. Indemnification and Limitation of Liability: — Indemnification: Specifies the responsibility to compensate for any losses, damages, or liabilities arising from breaches of representations, warranties, or covenants. — Limitation of Liability: Sets a cap on certain types of damages or liabilities to protect both parties from excessive financial exposures in case of a breach. Different Types of King Washington Sample Stock Purchase Agreements: 1. Asset Acquisition SPA: This type of agreement specifically focuses on the purchase of the target company's assets rather than its stock shares. 2. Merger Agreement SPA: In the case of a merger between Human, Inc. and Physician Corporation of America, this agreement outlines the consolidation process, including the exchange of shares and restructuring of ownership. 3. Stock Subscription SPA: Suitable for situations where a new share issuance is involved or when a private placement is conducted by the selling parties. Conclusion: The King Washington Sample Stock Purchase Agreement between Human, Inc., Physician Corporation of America, and Folksamerica Holding Company, Inc., represents a comprehensive framework that governs the purchase and sale of stock shares. By detailing key components such as purchase price, representations, warranties, and indemnification provisions, this agreement ensures transparency, legal compliance, and protection for all involved parties. Different types of stock purchase agreements allow for flexibility in addressing specific transaction circumstances, including asset acquisitions, mergers, and stock subscriptions.