0000089800-13-000094 Sample Contracts

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 30th, 2013 • Sherwin Williams Co • Retail-building materials, hardware, garden supply

This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) dated September 16, 2013 is executed by and among (i) on one side as sellers (A) Avisep, S.A. de C.V. a company organized under the laws of Mexico (the “Primary Seller”), and (B) Bevisep, S.A. de C.V. a company organized under the laws of Mexico (each a “Seller” and, collectively, “Sellers”); and (ii) on the other side as purchasers (A) The Sherwin-Williams Company, a corporation incorporated under the laws of the State of Ohio, U.S. (“Primary Purchaser”), and (B) Sherwin-Williams (Caribbean) N.V., a corporation incorporated under the laws of Curacao (each a “Purchaser” and, collectively, “Purchasers” and, together with the Sellers, the “Parties”).

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AMENDMENT NO. 2 to STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 30th, 2013 • Sherwin Williams Co • Retail-building materials, hardware, garden supply

This Amendment No. 2 to Stock Purchase Agreement (this “Amendment”) dated August 21, 2013 is executed by and among (i) on one side as sellers (A) Avisep, S.A. de C.V. a company organized under the laws of Mexico (the “Primary Seller”), and (B) Bevisep, S.A. de C.V. a company organized under the laws of Mexico (each a “Seller” and, collectively, “Sellers”); and (ii) on the other side as purchasers (A) The Sherwin-Williams Company, a corporation incorporated under the laws of the State of Ohio, U.S. (“Primary Purchaser”), and (B) Sherwin-Williams (Caribbean) N.V., a corporation incorporated under the laws of Curacao (each a “Purchaser” and, collectively, “Purchasers” and, together with the Sellers, the “Parties”).

Stock Purchase Agreement
Stock Purchase Agreement • October 30th, 2013 • Sherwin Williams Co • Retail-building materials, hardware, garden supply

This Stock Purchase Agreement (this “Agreement”) dated September 16, 2013 is executed by and among (i) on one side (A) Avisep, S.A. de C.V. a company organized under the laws of Mexico (the “Primary Shareholder”), (B) Bevisep, S.A. de C.V. a company organized under the laws of Mexico (Avisep, S.A. de C.V. and Bevisep, S.A. de C.V. each a “Shareholder” and, collectively, “Shareholders”) and (C) Consorcio Comex, S.A. de C.V. (the “Seller”); and (ii) on the other side (A) The Sherwin-Williams Company, a corporation incorporated under the laws of the State of Ohio, U.S. (“Sherwin-Williams”) and (B) SWC Acquisition Corp., a corporation incorporated under the laws of the State of Ohio, U.S. (the “Purchaser” and, together with the Shareholders, Seller and Sherwin-Williams, the “Parties”).

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