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Whats the difference between a representation and a warranty?

Representations and warranties are different. A representation is a statement of fact; a warranty is a promise of fact. Admittedly, they can look very similar. Language such as I am a licensed contractor could be a representation, a warranty, or both.

What is a common stock agreement?

Common Stock Agreement means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate.

What is a common stock purchase?

Understanding Common Stock These things are owned by the corporation itself, which is a legal entity. Instead, the shareholders own this residual claim. Common stock is traded on exchanges and may be bought and sold by investors or traders. Shareholders of common stock may be entitled to receive dividends.

What is a common stock subscription agreement?

A stock subscription agreement is an agreement between a company and an investor to buy stock of a company at an agreed-upon price. The agreement will keep track of outstanding shares of stock, stock ownership, and payouts.

How does an asset purchase agreement work?

In an asset purchase, the buyer will only buy certain assets of the sellers company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.

stock assignment agreement

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What is included in a stock purchase agreement?

The Stock Purchase Agreement generally includes the following key provisions, the parties, the agreement to sell, consideration, representations, warranties, and indemnities, pre-closing covenants, conditions precedent to closing, and restrictive covenants.

What happens when your shares are assigned?

Once assigned, the writer (seller) of the option will have the obligation to sell (if a call option) or buy (if a put option) the designated number of shares of stock at the agreed-upon price (the strike price).

What are fundamental representations in purchase agreement?

Fundamental Representations typically include the ownership of the equity and capitalization of the target company, the target companys ownership of its assets, due organization of the target company, and due authorization of the transaction under applicable state law.

What is the difference between a covenant and a representation?

The difference between a covenant and a representation is that a covenant is a promise that one party will do something in the future while a representation is a promise that a present fact or circumstance is true.

What is a stock assignment separate from certificate?

The purpose of the Stock Assignment Separate from Certificate is to enable the Company to acquire the Shares upon exercise of its Right of First Refusal and/or Purchase Option without requiring additional signatures on the part of the Participant or Participants spouse, if any.

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