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Massachusetts Sample Stock Purchase Agreement regarding acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp.

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Stock Purchase Agreement re: acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp. dated Dec. 7, 1999. 88 pages

Title: Massachusetts Sample Stock Purchase Agreement for Acquisition by Fin ova Capital Corp. of all Outstanding Shares of Fremont Financial Corp. Keywords: Massachusetts Sample Stock Purchase Agreement, Fin ova Capital Corp., Fremont Financial Corp., acquisition, outstanding shares, detailed description Introduction: The Massachusetts Sample Stock Purchase Agreement outlines the terms and conditions regarding the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. This agreement serves as a legally binding document that governs the transaction and ensures transparency and compliance throughout the acquisition process. 1. Agreement Overview: The Massachusetts Sample Stock Purchase Agreement encompasses the comprehensive details of the acquisition deal between Fin ova Capital Corp. and Fremont Financial Corp. It outlines the rights and obligations of both parties, including representations and warranties, purchase price, conditions precedent, and post-closing obligations. 2. Parties Involved: The agreement identifies Fin ova Capital Corp. as the acquiring party (Buyer) and Fremont Financial Corp. as the target company (Seller). This document establishes the legal relationship between the two entities and sets out the terms under which the acquisition will take place. 3. Purchase of Outstanding Shares: The main objective of this agreement is the acquisition of all outstanding shares of Fremont Financial Corp. by Fin ova Capital Corp. Here, all relevant details surrounding the purchase process are detailed, such as the number and type of shares, purchase price per share, and payment terms. 4. Representations and Warranties: The Massachusetts Sample Stock Purchase Agreement includes representations and warranties made by both Fin ova Capital Corp. and Fremont Financial Corp. These provisions protect the parties involved by ensuring that each party provides accurate and honest information regarding their financial, legal, and operational standing. 5. Conditions Precedent: This agreement outlines specific conditions that need to be met before the acquisition can be finalized. These conditions may include regulatory approvals, material contracts, consents, and compliance with laws and regulations relevant to the financial industry. 6. Post-Closing Obligations: The Massachusetts Sample Stock Purchase Agreement highlights the obligations of both parties after the completion of the acquisition. It covers matters such as regulatory filings, employee retention, transition of control, confidentiality, and resolution of disputes. Types of Massachusetts Sample Stock Purchase Agreements: — Massachusetts Sample Stock Purchase Agreement for Partial Acquisition: This agreement is specific to the acquisition of a portion of Fremont Financial Corp.'s outstanding shares, as opposed to the entire company. — Massachusetts Sample Stock Purchase Agreement with Earn out Provision: This type of agreement includes additional provisions that outline contingent payments to be made by Fin ova Capital Corp. to Fremont Financial Corp. based on future financial performance. — Massachusetts Sample Stock Purchase Agreement with Non-Compete Clause: This agreement may include a non-compete provision, ensuring that Fremont Financial Corp.'s shareholders will not engage in competitive activities that could harm the buyer's business interests. Conclusion: The Massachusetts Sample Stock Purchase Agreement is a crucial document that facilitates the acquisition process between Fin ova Capital Corp. and Fremont Financial Corp. It ensures that the transaction is conducted in a transparent and legally compliant manner, benefiting both parties involved.

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How to fill out Massachusetts Sample Stock Purchase Agreement Regarding Acquisition By Finova Capital Corp. Of All Outstanding Shares Of Fremont Financial Corp.?

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FAQ

An all-cash, all-stock offer is a proposal by one company to buy another company's outstanding shares from its shareholders for cash. The acquirer may sweeten the deal to entice the target company's shareholders by offering a premium over its current stock price.

If a company buys another legal entity, then the acquirer will gain the ownership of all of the assets and liabilities of the acquired company, and that will include cash. How much will depend on the detailed negotiation that took place before the deal was struck.

A stock purchase agreement typically includes the following information: Your business name. The name and mailing address of the entity buying shares in your company's stocks. The par value (essentially the sale price) of the stocks being sold. The number of stocks the buyer is purchasing.

This means that the Seller is entitled to the cash on the balance sheet on the closing date of the transaction, and that the Seller is responsible for debts owed by the company (defined as Indebtedness).

Some of the key items that are listed in a stock purchase agreement are: Name of the company whose shares are being bought and sold; Name of the buyer and seller of shares; The number of shares being sold and the par value of those shares; The date and place of the transaction;

Asset sales generally do not include cash and the seller typically retains the long-term debt obligations. This is commonly referred to as a cash-free, debt-free transaction.

Acquired for cash: An acquiring company buys the acquiree for cash and pays out money to each security holder based on an agreed-upon valuation. You usually get money only for outstanding shares and vested options.

The Shareholder's Agreement is generally used to resolve disputes between the corporation and the Shareholder. The Share Purchase Agreement, on the other hand, is a document that justifies the exchange of shares held by the Buyer and Seller.

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Download Sample Stock Purchase Agreement regarding acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp. right from the US ... Section 1.1 Purchase and Sale of Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing Issuer shall issue and sell to each ...Seller owns all of the outstanding capital stock in Target and will derive significant financial benefit from the Acquisition. The parties to this Agreement ... 10.19 9 Forbearance Letter Agreement dated August 4, 2000 between Telco and Finova Capital Corporation as successor by merger to Fremont. Financial Corporation. All outstanding Common Shares and all Common Shares underlying outstanding options are subject to (i) a right of first refusal in favour of the Corporation upon ... No Acquired Company is obligated to provide funds to or make any investment. (whether in the form of a loan, capital contribution, or otherwise) in any other ... The Asset-Backed Notes then outstanding will be paid in full before any further payment or distribution on the equity interest is made. There can be no ... ... the form of additional shares of our common stock purchased in the market should be treated for U.S. federal income tax purposes as receiving a distribution ... We are a non-diversified closed-end management investment company that intends to file an election to be regulated as a business development company under ... Aug 25, 1998 — Secures Financing Facility with FINOVA Capital Corporation Ltd. (BW1042 07:36) (MARKETRADERS) DALLAS--MarkeTraders Offers Free Stock Tips For ...

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Massachusetts Sample Stock Purchase Agreement regarding acquisition by Finova Capital Corp. of all outstanding shares of Fremont Financial Corp.