Ohio Sample Stock Purchase Agreement This Ohio Sample Stock Purchase Agreement is entered into between The American Education Corporation (hereinafter referred to as "Seller") and Andrew K. Gardner (hereinafter referred to as "Buyer") on ___________ (date). 1. Agreement Overview: This Stock Purchase Agreement outlines the terms and conditions under which the Buyer agrees to purchase and acquire certain shares of the Seller's stock. The agreement entails the sale, purchase, and transfer of shares representing ownership interest in the Seller. 2. Parties Involved: a) The American Education Corporation: The American Education Corporation, a legally registered corporation in the state of Ohio, and having its principal place of business at ____________________. b) Andrew K. Gardner: Andrew K. Gardner, an individual residing in the state of Ohio, with an address at ____________________. 3. Stock Purchase: a) Purchase Price: The Buyer agrees to purchase ________ (number) shares of common stock in the Seller for the total purchase price of $________ (amount) per share. The total purchase price is therefore $________ (amount). b) Payment Terms: The Buyer agrees to pay the purchase price in cash at the closing of this agreement or as otherwise stated in a separate agreement between the Parties. 4. Closing and Transfer of Shares: a) Closing Date: The closing of this agreement shall take place no later than __________ (date). b) Delivery: Upon receipt of the purchase price, the Seller shall deliver the stock certificate(s) representing the purchased shares to the Buyer. The transfer of shares shall be completed upon delivery and acceptance of the stock certificate(s). 5. Representations and Warranties: Both Parties agree to the following representations and warranties: a) Title and Ownership: The Seller represents and warrants that it is the legal and beneficial owner of the shares, free from any liens, claims, encumbrances, or restrictions. b) Authority and Validity: Both Parties represent and warrant that they have the authority to enter into this agreement, and that the agreement is valid, binding, and enforceable. 6. Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the state of Ohio. In case of any disputes, the exclusive jurisdiction and venue shall be in the state and federal courts located in Ohio. Alternative Types of Ohio Sample Stock Purchase Agreement: — Ohio Sample Stock Purchase Agreement with installment payment option — Ohio Sample Stock Purchase Agreement with stock option provisions — Ohio Sample Stock Purchase Agreement for minority investment — Ohio Sample Stock Purchase Agreement with earn-out provisions — Ohio Sample Stock Purchase Agreement with restrictions on stock transfer Note: The above-listed alternative types are examples and can be customized or combined as per the Parties' requirements.
Ohio Sample Stock Purchase Agreement between The American Education Corporation and Andrew K. Gardner
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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).
This might include provisions for price and payment, conditions precedent to sale, completion arrangements, warranties, restraints and miscellaneous provisions (such as indemnity clauses, tax provisions or confidentiality agreements).
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.
A stock purchase agreement is a contract signed by two parties when they buy or sell stock in a corporation in the US. Small firms that sell stock frequently use these agreements. Stock can be sold to buyers by either the corporation or its shareholders.
Stock purchase agreements (SPAs) are legally binding contracts between shareholders and companies. Also known as share purchase agreements, these contracts establish all of the terms and conditions related to the sale of a company's stocks.
Common due diligence issues unique to stock purchases include the seller's title to the target company's stock, terms of key contracts, identifying the target company's liabilities, and the nature and condition of the target company's assets.