Minnesota Sample Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9395
• Format: Word; Rich Text

Description

Membership Share Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders regarding acquiring units from equityholders in exchange for shares of common stock dated May, 1999. 49 pages.

Minnesota Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders This is a legally binding document that outlines the terms and conditions of the purchase agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and the equity holders involved. The agreement is specific to the state of Minnesota and ensures compliance with its laws and regulations. Key terms and clauses included in this Purchase Agreement: 1. Parties: The agreement is between Refer Corporation, a multinational technology company, Refer Northeast, a subsidiary of Refer Corporation, Spy plane, LLC, a digital surveillance technology organization, and the equity holders of the respective companies. 2. Purchase Price: Specifies the agreed-upon purchase price for the acquisition of the equity interests or assets of the involved companies. The purchase price may include cash, stock, or a combination of both. 3. Closing Date: The date on which the transaction is finalized, and ownership and control of the equity or assets are transferred to the acquiring party. 4. Representations and Warranties: Both the sellers and the acquirer provide representations and warranties regarding their legal authority, financial condition, and other important aspects related to the transaction. 5. Conditions Precedent: Outlines the various conditions that must be fulfilled before the closing of the transaction, such as obtaining necessary regulatory approvals, consents, or waivers. 6. Covenants: Sets forth the obligations and restrictions for both parties during the period leading up to the closing, including non-compete provisions, confidentiality agreements, and commitments to fulfill customary closing conditions. 7. Indemnification: Specifies the responsibilities for indemnification and liability between the parties in case of any breach of representations, warranties, or other obligations. 8. Governing Law and Dispute Resolution: States that the agreement shall be governed by the laws of the state of Minnesota and outlines the preferred methods for resolving disputes, such as arbitration or mediation. Types of Minnesota Sample Purchase Agreements involving Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders: 1. Equity Purchase Agreement: A contract where an acquiring party purchases the equity or ownership interests of the target company from the equity holders. 2. Asset Purchase Agreement: An agreement in which the acquiring party purchases specified assets or business divisions of the target company instead of acquiring its equity interests. 3. Merger Agreement: In the case of a merger, this agreement governs the consolidation of Refer Corporation, Refer Northeast, Spy plane, LLC, and the equity holders' entities, outlining the terms and conditions of the merger. In conclusion, this detailed description provides an overview of a Minnesota Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and their equity holders. The agreement covers essential components such as the purchase price, closing date, representations, conditions precedent, covenants, indemnification, and the applicable governing law. The various types of agreements include equity purchase, asset purchase, and merger agreements.