Maryland First Amendment to Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9148
• Format: Word; Rich Text

Description

First Amendment to Stock Purchase Agr. btwn Integrated Communication Networks, Inc. (a/k/a Global Access Pagers, Inc.), and PhoneXchange, Inc. dated February 29, 1999. 3 pages

Title: Maryland First Amendment to Sample Stock Purchase Agreement Explained: Integrated Communication Networks, Inc. and PhoneXchange, Inc. Introduction: The Maryland First Amendment to Sample Stock Purchase Agreement is a legal document that outlines specific terms and conditions related to the acquisition of stocks within the state of Maryland. This document governs the agreement between Integrated Communication Networks, Inc. (ICN) and PhoneXchange, Inc., allowing for clarity and protection for both parties involved. Here, we will delve into the details of this agreement, highlighting its key components and discussing different types of amendments that may exist. Key Components of the Maryland First Amendment to Sample Stock Purchase Agreement: 1. Parties Involved: The agreement involves Integrated Communication Networks, Inc., a Maryland-based company, and PhoneXchange, Inc., also a Maryland-based company. 2. Background of the Agreement: A comprehensive overview detailing the reasons, goals, and scope of the stock purchase agreement. 3. Definitions: Clear definitions of important terms used throughout the agreement, ensuring a common understanding by both parties. 4. Purchase and Sale of Stock: Outlining the details of the stock transaction, including the number of shares, purchase price, and forms of consideration. 5. Representations and Warranties: Statements made by both parties, confirming the accuracy of facts and ensuring the absence of any material misrepresentation or omission. 6. Covenants: Promises made by both parties, agreeing to specific actions, responsibilities, limitations, and restrictions to be followed. 7. Governmental Approvals: Any requirements, obligations, and conditions related to governmental or regulatory approval of the transaction. 8. Conditions Precedent: Enumerating prerequisites that must be met for the agreement to be carried forward, such as satisfactory due diligence, legal compliance, and financial matters. 9. Indemnification: Provision for the protection of either party against any losses, claims, or damages arising from a breach of the agreement. 10. Termination: Circumstances under which the agreement may be terminated, including default, breach, or mutual consent. Types of Maryland First Amendments to Sample Stock Purchase Agreement: 1. Amendment for Price Adjustment: This amendment addresses adjustments in the purchase price based on fluctuations in a predefined financial indicator (e.g., market index, interest rate). 2. Amendment to Expand Parties' Rights and Obligations: This amendment encompasses the addition or modification of clauses regarding the rights and obligations of ICN and PhoneXchange. 3. Amendment for Extension of Time: This amendment allows for the modification of time frames stipulated in the original agreement, accommodating unexpected delays or changes in circumstances. 4. Amendment to Modify Representations and Warranties: This amendment alters statements made by both parties about the accuracy of certain facts or conditions, reflecting changes that occurred since the original agreement. Conclusion: The Maryland First Amendment to Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. is a crucial legal framework governing stock acquisitions within the state. By understanding its key components and various types of amendments, both parties can ensure compliance, protect their interests, and navigate any changes that may arise during the stock purchase process effectively.