New Jersey Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9146
• Format: Word; Rich Text

Description

Stock Purchase Agr. btwn Integrated Communication Networks, Inc. (a/k/a Global Access Pagers, Inc.), PhoneXchange, Inc., et al. dated January 1, 1999. 63 pages

Title: New Jersey Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. Introduction: The New Jersey Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. (ICN) and PhoneXchange, Inc. (PX) establishes the terms and conditions for the purchase, sale, and transfer of shares of PX's stock by ICN. This legally binding agreement outlines the rights and obligations of both parties, ensuring a smooth and transparent transaction. Let's explore the key elements of this agreement. 1. Parties: a) Integrated Communication Networks, Inc. (ICN): A reputable New Jersey-based telecommunications company. b) PhoneXchange, Inc. (PX): A telecommunications equipment and services provider, also based in New Jersey. 2. Stock Purchase Terms: The agreement specifies the following essential terms: a) Purchase Price: The amount ICN agrees to pay per share to acquire PX's stock. b) Number of Shares: The total number of shares ICN intends to purchase from PX. c) Closing Date: The date on which the transaction will be completed, formalizing the transfer of shares and exchanging the purchase price. 3. Representations and Warranties: Both ICN and PX provide assurances regarding their legal capacity, authorization, compliance with regulations, and accuracy of financial information. This section also covers the absence of undisclosed liabilities and legal disputes, ensuring a secure investment for ICN. 4. Conditions Precedent: This portion outlines the conditions that must be fulfilled before the transaction becomes binding. Examples may include obtaining necessary approvals, consents, permits, or completion of due diligence processes. 5. Covenants: ICN and PX commit to certain actions or abstentions during the transitional period until the closing date, such as maintaining confidentiality, non-competing agreements, and cooperation in obtaining regulatory approvals, if required. 6. Indemnification: The agreement addresses the responsibility of each party for losses, damages, or expenses resulting from any misrepresentation, breach of warranty, or non-compliance with laws. The indemnification clause ensures a fair distribution of risk between ICN and PX. 7. Termination: This section defines the circumstances under which the agreement may be terminated, providing permissible grounds and procedures in case the deal falls through. Additional Types of New Jersey Sample Stock Purchase Agreements: 1. Non-Disclosure Agreement (NDA): A separate agreement to protect the confidentiality of proprietary and sensitive information shared during negotiations. 2. Letter of Intent (LOI): A preliminary agreement that outlines the intent of both parties to proceed with negotiations toward a stock purchase agreement. 3. Share Purchase Agreement with Earn out Clause: This agreement may include additional provisions where the payment or final purchase price is contingent upon achieving certain performance targets. 4. Share Purchase Agreement with Escrow: This type of agreement involves the placement of funds or shares in escrow as security against any future claims or breaches. Conclusion: The New Jersey Sample Stock Purchase Agreement between Integrated Communication Networks, Inc. and PhoneXchange, Inc. is a comprehensive legal agreement defining the terms, conditions, and rights involved in the purchase and sale of PX's stock. By carefully addressing the various sections, both parties can solidify their roles and responsibilities, ensuring a successful and legally sound transaction.