Title: Virginia Sample Stock Purchase Agreement for Issued and Outstanding Common Stock Introduction: In this detailed description, we will delve into the components of a Virginia Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. Specifically, this agreement concerns the acquisition of issued and outstanding shares of common stock. Throughout the document, we will highlight relevant keywords to ensure comprehensive coverage. 1. Parties Involved: a. Reassure America Life Insurance Co. b. Penn corp Financial Group, Inc. 2. Agreement Type: The Virginia Sample Stock Purchase Agreement can be categorized into several types, including but not limited to: a. "Virginia Sample Stock Purchase Agreement for 100% Acquisition of Issued and Outstanding Common Stock" b. "Virginia Sample Stock Purchase Agreement for Partial Acquisition of Issued and Outstanding Common Stock" 3. Definitions and Interpretations: To ensure clarity and understanding, the agreement includes a section covering definitions and interpretations of key terms or phrases used throughout the document. Examples of relevant keywords include: a. "Common Stock" — Refers to the shares issued to stockholders that represent ownership interests in the company. b. "Issued and Outstanding Shares" — Denotes the total number of shares currently held by stockholders. 4. Purchase Terms and Conditions: a. Purchase Price — Specifies the agreed-upon monetary value at which the common stock will be exchanged. b. Closing Date — Establishes the date on which the transaction will be finalized. c. Representations and Warranties — Outlines the statements made by each party regarding essential information, such as legal compliance, stock authorization, and financial accuracy. 5. Closing Procedures: a. Delivery of Stock Certificates — Specifies the transfer of stock certificates from the seller to the buyer. b. Execution and Delivery of Ancillary Documents — Refers to any additional supporting documents required for the transaction's completion. c. Payment of Purchase Price — Outlines the method and timing of payment for the acquired common stock. 6. Covenants: a. Non-Competition Clause — Prevents the selling party from engaging in competitive activities that could adversely affect the buyer's business. b. Confidentiality Clause — Ensures that any sensitive information shared during the transaction remains confidential. 7. Indemnification: a. Puts forth provisions for the indemnification of the buyer by the seller, such as covering any losses resulting from misrepresentations or breaches of the agreement. 8. Governing Law and Jurisdiction: Specifies that the agreement is governed by the state laws of Virginia and designates the appropriate jurisdiction in the case of any disputes. Conclusion: The Virginia Sample Stock Purchase Agreement between Reassure America Life Insurance Co. and Penn corp Financial Group, Inc. concerning issued and outstanding common stock encompasses crucial elements such as purchase terms, closing procedures, covenants, and indemnification. By addressing these matters, both parties can establish a legally binding agreement that safeguards their respective interests.