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Model Stock Purchase Agreement Adopted by the Committee on Negotiated Acquisitions,
Section of Business Law, Amercan Bar Association. NOTE: THIS IS A BUYER
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made as of _________, 199__, by
___________, a ___________ corporation ("Buyer"), ___________, an individual resident in
___________ ("A"),and __________, an individual resident in ___________ ("B" and,
collectively with A, "Sellers").
Sellers desire to sell, and Buyer desires to purchase, all of the issued and outstanding shares (the
"Shares") of capital stock of ____, a _____ corporation (the "Company"), for the consideration
and on the terms set forth in this Agreement.
The parties, intending to be legally bound, agree as follows:
For purposes of this Agreement, the following terms have the meanings specified or referred to
in this Section 1:
"Acquired Companies"--the Company and its Subsidiaries, collectively.
"Adjustment Amount"--as defined in Section 2.5.
"Applicable Contract"--any Contract (a) under which any Acquired Company has or may
acquire any rights, (b) under which any Acquired Company has or may become subject to any
obligation or liability, or (c) by which any Acquired Company or any of the assets owned or used
by it is or may become bound.
"Balance Sheet"--as defined in Section 3.4.
"Best Efforts"--the efforts that a prudent Person desirous of achieving a result would use in
similar circumstances to ensure that such result is achieved as expeditiously as possible [;
provided, however, that an obligation to use Best Efforts under this Agreement does not require
the Person subject to that obligation to take actions that would result in a materially adverse
change in the benefits to such Person of this Agreement and the Contemplated Transactions].
"Breach"--a "Breach" of a representation, warranty, covenant, obligation, or other provision of
this Agreement or any instrument delivered pursuant to this Agreement will be deemed to have
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