Stock Purchase Agreement Business Definition
A stock purchase agreement is an agreement that two parties sign when shares of a company are being bought or sold. A sales and purchase agreement SPA is a binding legal contract that obligates a buyer to buy and a seller to sell a product or service.
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A common example of this is where a stock purchase agreement is found to involve insider trading or other securities violations.
Stock purchase agreement business definition. The agreement also contains schedules or annexures describing the inventory list key employees tangible assets Monetary Assets Monetary assets carry a fixed value in terms of currency units eg dollars. A Stock Purchase Agreement s or a SPA for short is an understanding that an organization or its investors and purchasers sign at whatever point portions of. This ASSET AND STOCK PURCHASE AGREEMENT is entered into as of February 26 2004 this Agreement among Koch Cellulose LLC a Delaware limited liability company Purchaser Georgia-Pacific Corporation a Georgia corporation Seller Leaf River Forest Products Inc a Delaware corporation LRFP LRC Timber Inc a.
The buyer of the assets or stock the Acquirer and the seller of the business the Target can have various reasons for preferring one type of sale over the other. The agreement details the number of shares price per share and date of the sale. What is an Acquisition Purchase Agreement.
A Business Purchase Agreement also referred to as a Business Transfer Agreement or an Offer of Business Agreement is an agreement entered into between a seller and purchaser for rights to the business. It is different from an Asset Purchase Agreement APA where the assets not the shares of a company are being boughtsold. A stock purchase agreement is a contract to transfer ownership of stocks from the seller to the purchaser.
When the shares of a company are boughtsold the PSA is a share purchase agreement SPA. Download this free template Stock Purchase Agreement form and put in a free request to have a Priori. STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT the Agreement is entered into as of the 21st day of December 2012 the Effective Date by and among Lehigh Gas Wholesale Services Inc a Delaware corporation the Purchaser and.
Either the company or shareholders in the organization can sell stock to buyers. SPAs are often used in real estate deals or when two. Therefore the purchaser is essentially taking over the company from the seller.
ASSET AND STOCK PURCHASE AGREEMENT. The acquisition purchase agreement governs the final sale of an acquiree to an acquirer. These agreements are often used by small corporations who sell stock.
A stock purchase agreement SPA is the contract that two parties the buyers and the company or shareholders written consent is required by law when shares of the company are being bought or sold for any dollar amount. This Stock Purchase Agreement sometimes called an Share Purchase Agreement or SPA sets forth terms of the sale and transfer of a companys stock to a purchaser. The transaction can be a purchase and sale of assets or a purchase and sale of common stock.
Stock Purchase Agreements are often used to effect the acquisition of a company through the purchase of the majority of stock in that company. 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. The Stock Purchase Agreement SPA is the definitive agreement that finalizes all terms and conditions related to the purchase and sale of the shares of a company.
The key provisions of a stock purchase agreement have to do with the transaction itself such as the date of the transaction the number of stock certificates and the price per share. In a stock deal the buyer purchases shares directly from the. The contents of the purchase agreement can vary significantly depending on the legal structure of the deal such as an asset purchase or a stock purchase and other factors.
When buying or selling a business the owners and investors have a choice. This valuable resource includes two volumes as well as a CD-ROM with the model agreement for customization exhibits and ancillary documents without commentary. The purchase price for the purchase of the Company Capital Stock shall be an amount equal to a 82000000 the Base Price b plus the amount if any by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or c minus the amount if any by which the Working Capital Target exceeds the Estimated Closing Date Working Capital such resulting amount.
When only the assets of a company are boughtsold then the PSA is an asset purchase agreement APA. An entity-purchase agreement is a type of business succession plan used by companies that have more than one owner. Model Stock Purchase Agreement with Commentary Second Edition This ABA best seller is a model agreement based on the hypothetical acquisition by a single corporate buyer.
The plan involves having the. Stock Purchase Agreement means a written agreement between the Company and a Participant setting forth the terms conditions and restrictions of the Stock Purchase Right granted to the Participant and any shares acquired upon the exercise thereof. Stock purchase agreements may be invalid if they violate any business or corporate laws.
In addition the agreement should specify the name of the corporation whose stock is being sold in the transaction. In such cases the court may invalidate the agreement as contracts for illegal subject matter are not enforceable. A stock purchase agreement is between a buyer seeking to buy shares of a company for a set price from a seller.
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