Stock and Asset Purchase Agreement Sample Contracts

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Stock and Asset Purchase Agreement • December 12th, 2006 • Tarrant Apparel Group • Women's, misses', and juniors outerwear • New York
STOCK AND ASSET PURCHASE AGREEMENT by and between THE MCCLATCHY COMPANY and WILKES-BARRE PUBLISHING COMPANY, INC. Dated June 26, 2006
Stock and Asset Purchase Agreement • June 28th, 2006 • McClatchy Co • Newspapers: publishing or publishing & printing • Delaware

THIS STOCK AND ASSET PURCHASE AGREEMENT (“Agreement”) is made as of June 26, 2006, by and between Wilkes-Barre Publishing Company, Inc., a Delaware corporation (“Buyer”), and The McClatchy Company, a Delaware corporation (“Seller,” provided that following the Effective Time (as defined below), “Seller” shall mean the surviving corporation in the Merger (as defined below)) and solely for the purposes of Sections 6.3(b) and 11.13, HM Capital Partners, LLC, a Texas limited liability company (“HM Capital”).

EXHIBIT 2.1 STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • October 26th, 2006 • Skillsoft Public Limited Co • Services-prepackaged software • New York
STOCK AND ASSET PURCHASE AGREEMENT by and among PFIZER INC., GLAXOSMITHKLINE PLC and GLAXOSMITHKLINE CONSUMER HEALTHCARE HOLDINGS LIMITED DATED AS OF DECEMBER 19, 2018
Stock and Asset Purchase Agreement • June 1st, 2022 • Haleon PLC • Perfumes, cosmetics & other toilet preparations • New York

This STOCK AND ASSET PURCHASE AGREEMENT, dated as of December 19, 2018 (this “Agreement”), is by and among Pfizer Inc., a Delaware corporation (“Seller Parent”), GlaxoSmithKline Plc, a public limited company incorporated under the laws of England (“Purchaser Parent”, and together with Seller Parent, the “Parents”), and GlaxoSmithKline Consumer Healthcare Holdings Limited, a company incorporated under the laws of England (“Purchaser,” and together with the Parents, the “Parties”).

Exhibit 2.1 STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • January 10th, 2000 • Polo Ralph Lauren Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT AMONG EASTMAN KODAK COMPANY, AS DEBTOR-IN-POSSESSION, THE OTHER SELLER PARTIES LISTED ON THE SIGNATURE PAGES HERETO, KPP TRUSTEES LIMITED, AS TRUSTEE FOR THE KODAK PENSION PLAN OF THE UNITED...
Stock and Asset Purchase Agreement • November 12th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York

This Amended and Restated Stock and Asset Purchase Agreement is dated as of August 30, 2013, among Eastman Kodak Company, a New Jersey corporation (“Seller”), the other Seller Parties listed on the signature pages hereto (together with Seller, the “Principal Seller Parties”), and KPP Trustees Limited, as trustee for the KPP (“Purchaser” and, together with the Principal Seller Parties, each a “Party” and together the “Parties”); and, solely for purposes of Section 11.4, KPP Holdco Limited (“KPP Holdco”).

EXHIBIT 2.5 STOCK AND ASSET PURCHASE AGREEMENT FOR WET PRODUCTS DIVISION
Stock and Asset Purchase Agreement • April 1st, 2003 • Mattson Technology Inc • Special industry machinery, nec • Delaware
EXHIBIT 2.1 FINAL EXECUTION VERSION STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN AAG OPCO CORP.
Stock and Asset Purchase Agreement • September 8th, 2005 • Wix Filtration Media Specialists, Inc. • New York
STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN APPLIED MATERIALS, INC. AND METRON TECHNOLOGY N.V. Dated as of August 16, 2004
Stock and Asset Purchase Agreement • August 26th, 2004 • Segal Edward D • Special industry machinery, nec • California

This STOCK AND ASSET PURCHASE AGREEMENT is dated as of August 16, 2004 (the “Agreement”) by and between Applied Materials, Inc., a Delaware corporation (the “Purchaser”) and Metron Technology N.V., a company organized under the laws of The Netherlands (the “Company”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Section 9.1.

STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN PERRIGO COMPANY PLC AND VESTAS PHARMA LLC Dated as of March 1, 2021
Stock and Asset Purchase Agreement • March 2nd, 2021 • PERRIGO Co PLC • Pharmaceutical preparations • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT, dated as of March 1, 2021 (this “Agreement”), is by and between PERRIGO COMPANY PLC, an Irish public limited company (“Seller”), and VESTAS PHARMA LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are each referred to as a “Party” and collectively as the “Parties.”

STOCK AND ASSET PURCHASE AGREEMENT by and between Ethicon, Inc. and Fortive Corporation Dated as of June 6, 2018
Stock and Asset Purchase Agreement • September 21st, 2018 • Fortive Corp • Industrial instruments for measurement, display, and control • New York

STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 6, 2018, by and between Ethicon, Inc., a New Jersey corporation (“Seller”), and Fortive Corporation, a Delaware corporation (“Buyer”).

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT AMONG PFIZER INC. AND ICU MEDICAL, INC.
Stock and Asset Purchase Agreement • January 5th, 2017 • Icu Medical Inc/De • Surgical & medical instruments & apparatus

This Amended and Restated Stock and Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 5th day of January, 2017 among Pfizer Inc., a Delaware corporation (“Seller Parent”), and ICU Medical, Inc., a Delaware corporation (“Purchaser” and together with Seller Parent, the “Parties”).

STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN B/E AEROSPACE, INC. AND HONEYWELL INTERNATIONAL INC. June 9, 2008
Stock and Asset Purchase Agreement • June 11th, 2008 • Be Aerospace Inc • Public bldg & related furniture • New York

THIS STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made this 9th day of June 2008, by and between B/E Aerospace, Inc., a Delaware corporation (“Purchaser”), on behalf of itself and the entities listed on Schedule A1 and Honeywell International Inc., a Delaware corporation (“Honeywell”), on behalf of itself and the entities listed on Schedule A2 (Honeywell and each such entity is referred to herein individually as a “Seller” and collectively as “Sellers”).

STOCK AND ASSET PURCHASE AGREEMENT by and between MAGELLAN HEALTH, INC. and MOLINA HEALTHCARE, INC. Dated as of April 30, 2020
Stock and Asset Purchase Agreement • May 11th, 2020 • Magellan Health Inc • Services-hospitals • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT (hereinafter referred to as this “Agreement”), dated as of April 30, 2020, is by and between Magellan Health, Inc., a Delaware corporation (the “Seller”), and Molina Healthcare, Inc., a Delaware corporation (the “Purchaser”). Each of the Seller and the Purchaser are referred to herein as a “Party” and, collectively, as the “Parties.”

STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN NEWELL BRANDS INC. AND STANLEY BLACK & DECKER, INC. Dated as of October 12, 2016
Stock and Asset Purchase Agreement • October 14th, 2016 • Stanley Black & Decker, Inc. • Cutlery, handtools & general hardware • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 12, 2016 (the “Effective Date”), is by and between Newell Brands Inc., a Delaware corporation (“Parent”), and Stanley Black & Decker, Inc., a Connecticut corporation (“Purchaser”). Each of Parent and Purchaser are sometimes referred to herein as a “Party” or collectively as the “Parties”.

FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • January 27th, 2015 • Novartis Ag • Pharmaceutical preparations • New York

THIS STOCK AND ASSET PURCHASE AGREEMENT (as it may be amended or supplemented from time to time in accordance with the terms hereof, this Agreement), dated as of April 22, 2014, is entered into by and between Novartis AG, a company incorporated under the laws of Switzerland (the Seller), and Eli Lilly and Company, a corporation organized under the laws of Indiana (the Purchaser; each of the Purchaser and the Seller is a Party and together are the Parties).

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT Dated as of March 17, 2005 Among BIOTAGE AB and ARGONAUT TECHNOLOGIES, INC.
Stock and Asset Purchase Agreement • March 21st, 2005 • Argonaut Technologies Inc • In vitro & in vivo diagnostic substances • Delaware

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT, dated as of February 21, 2005, as amended and restated as of March 17, 2005 (such date, the “Amendment Date” and as amended this “Agreement”), among Biotage AB, a corporation organized under the laws of Sweden (the “Buyer”) and Argonaut Technologies, Inc., a Delaware corporation (the “Company”).

STOCK AND ASSET PURCHASE AGREEMENT BY AND AMONG TE CONNECTIVITY LTD., COMMSCOPE HOLDING COMPANY, INC. AND COMMSCOPE, INC. DATED JANUARY 27, 2015
Stock and Asset Purchase Agreement • January 29th, 2015 • TE Connectivity Ltd. • Wholesale-electronic parts & equipment, nec • Delaware

This Stock and Asset Purchase Agreement (this “Agreement”) is made and entered into this 27th day of January, 2015 by and among TE Connectivity Ltd., a Swiss Corporation (“Seller”), CommScope Holding Company, Inc., a Delaware corporation (“Holdings”), and CommScope, Inc., a Delaware corporation and a wholly-owned Subsidiary of Holdings (“Purchaser”). Seller and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”

STOCK AND ASSET PURCHASE AGREEMENT by and among FMC CORPORATION, TRONOX US HOLDINGS INC. and TRONOX LIMITED, solely for purposes set forth herein Dated as of February 3, 2015
Stock and Asset Purchase Agreement • February 5th, 2015 • Tronox LTD • Industrial inorganic chemicals • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 3, 2015 is by and among FMC Corporation, a Delaware corporation (“Seller”), Tronox US Holdings Inc., a Delaware corporation (“Purchaser”) and, solely for purposes of Section 11.15 and, to the extent such provisions are generally applicable to all Parties, for purposes of Article XI, Tronox Limited, an Australian public limited company incorporated in the Commonwealth of Australia (“Parent”) (each of Parent, Purchaser and Seller, a “Party” and collectively, the “Parties”).

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • April 29th, 2019 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New South Wales

This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT (as further amended, restated or modified from time to time, this “Agreement”), dated as of April 26, 2019, is made and entered into by and between Jacobs Engineering Group Inc., a Delaware corporation (“Seller”), and WorleyParsons Ltd. (ACN 096 0901458), a company incorporated in Australia (“Buyer” and together with Seller, the “Parties”) and amends and restates that certain Stock and Asset Purchase Agreement, dated as of October 21, 2018 (the “Original Date”) by and between Seller and Buyer (the “Original Agreement”). Capitalized terms used herein shall have the meaning set forth in ARTICLE I.

AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN UNITED TECHNOLOGIES CORPORATION AND GENCORP INC. Dated as of June 12, 2013
Stock and Asset Purchase Agreement • June 14th, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York

This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT, dated as of June 12, 2013 (this “Agreement”), is made by and between United Technologies Corporation, a Delaware corporation (the “Seller”), and GenCorp Inc., an Ohio corporation (the “Buyer”). Capitalized terms used herein have the meanings set forth in Section 12, unless otherwise defined herein.

Stock AND ASSET PURCHASE AGREEMENT by and between EASTMAN KODAK COMPANY and ITT INDUSTRIES, INC. Dated February 8, 2004
Stock and Asset Purchase Agreement • August 13th, 2004 • Itt Industries Inc • Pumps & pumping equipment • New York
STOCK AND ASSET PURCHASE AGREEMENT BY AND AMONG SPHERIS HOLDING II, INC. SPHERIS INC., SPHERIS OPERATIONS LLC, VIANETA COMMUNICATIONS, SPHERIS LEASING LLC, SPHERIS CANADA INC., AS SELLERS – and – CBAY INC., and MEDQUIST INC., AS PURCHASERS Dated as of...
Stock and Asset Purchase Agreement • April 21st, 2010 • Medquist Inc • Services-computer processing & data preparation • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of April 15, 2010, is by and among Spheris Holding II, Inc., a Delaware corporation and direct wholly owned subsidiary of Spheris Holding III, Inc., Spheris Inc., a Delaware corporation and direct wholly owned subsidiary of Spheris Holding II, Inc., Spheris Operations LLC, a Tennessee limited liability company and direct wholly owned subsidiary of Spheris Inc., Vianeta Communications, a California corporation and direct wholly owned subsidiary of Spheris Operations LLC, Spheris Leasing LLC, a Tennessee limited liability company and direct wholly owned subsidiary of Spheris Operations LLC, and Spheris Canada Inc., a Tennessee corporation and wholly owned subsidiary of Spheris Operations LLC (collectively, the “Sellers”), CBay Inc., a Delaware corporation (“CBay”), and MedQuist Inc., a New Jersey corporation (“Medquist”) (Medquist and CBay together, the “Purchasers”). Each of the Sellers and Purchasers are referred to in

Amended and restated STOCK AND ASSET PURCHASE AGREEMENT dated as of July 10, 2014 by and between Honeywell International Inc., Platin 966. GmbH and Saxid SAS
Stock and Asset Purchase Agreement • July 15th, 2014 • Federal-Mogul Holdings Corp • Motor vehicle parts & accessories • New York

This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) made as of July 10, 2014 and effective as of January 7, 2014 (the “Effective Date”) by and among Honeywell International Inc., a Delaware corporation (“Seller Parent”), on behalf of itself and the other entities listed on Attachment A (Seller Parent and each such entity is referred to individually as a “Seller” and collectively as “Sellers”), Platin 966. GmbH, a German limited liability company (“Purchaser”), and Saxid SAS, a société par actions simplifiée (“French Purchaser” and together with Purchaser, “Purchasers”).

STOCK AND ASSET PURCHASE AGREEMENT BY AND AMONG PROTECTIVE LIFE CORPORATION, PROTECTIVE LIFE INSURANCE COMPANY, FORTIS, INC. AND DENTAL CARE HOLDINGS, INC. JULY 9, 2001
Stock and Asset Purchase Agreement • March 24th, 2003 • Protective Life Insurance Co • Life insurance • Delaware
STOCK AND ASSET PURCHASE AGREEMENT by and between THE MCCLATCHY COMPANY and MEDIANEWS GROUP, INC. Dated April 26, 2006
Stock and Asset Purchase Agreement • May 1st, 2006 • Medianews Group Inc • Newspapers: publishing or publishing & printing • Delaware

THIS STOCK AND ASSET PURCHASE AGREEMENT (“Agreement”) is made as of April 26, 2006 by and between MEDIANEWS GROUP, INC., a Delaware corporation (“Buyer”), and THE MCCLATCHY COMPANY, a Delaware corporation (“Seller” provided that following the Effective Time (as defined below), “Seller” shall mean the surviving corporation in the Merger (as defined below)).

AMENDMENT NO. 1 TO STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • May 15th, 2007 • Tarrant Apparel Group • Women's, misses', and juniors outerwear • New York
STOCK AND ASSET PURCHASE AGREEMENT between CHEMTURA CORPORATION and PLATFORM SPECIALTY PRODUCTS CORPORATION dated as of April 16, 2014
Stock and Asset Purchase Agreement • April 17th, 2014 • Platform Specialty Products Corp • Miscellaneous chemical products • New York

This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made this 16th day of April, 2014 by and between (i) Chemtura Corporation, a Delaware corporation (“Chemtura”; Chemtura and each of the entities listed on Schedule A, a “Seller” and collectively, “Sellers”), and (ii) Platform Specialty Products Corporation, a Delaware corporation (“Purchaser”) (on its own behalf and as agent on behalf of certain foreign and domestic subsidiaries to be formed prior to the Closing (as defined herein)).

STOCK AND ASSET PURCHASE AGREEMENT by and between PROQUEST COMPANY and SNAP-ON INCORPORATED Dated as of October 20, 2006
Stock and Asset Purchase Agreement • October 23rd, 2006 • Proquest Co • Miscellaneous publishing • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT, dated as of October 20, 2006 (this “Agreement”), is by and between ProQuest Company, a Delaware corporation (“Seller”), and Snap-on Incorporated , a Delaware corporation (“Buyer”). Seller and Buyer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.” Capitalized terms used herein shall have the meanings set forth in Article I unless otherwise defined herein.

STOCK AND ASSET PURCHASE AGREEMENT dated as of April 23, 2015 by and among HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, (as the Purchaser) SCHOLASTIC CORPORATION, (as the Parent Seller) and SCHOLASTIC INC. (as the other Seller)
Stock and Asset Purchase Agreement • April 24th, 2015 • Scholastic Corp • Books: publishing or publishing & printing • Delaware

This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 23, 2015, by and among Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (the “Purchaser”), Scholastic Corporation, a Delaware corporation (the “Parent Seller”), and Scholastic Inc., a New York corporation (a “Seller” and, together with the Parent Seller, the “Sellers”).

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[**]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING...
Stock and Asset Purchase Agreement • December 20th, 2011 • Arrowhead Research Corp • Services-commercial physical & biological research • Delaware

AGREEMENT (this “Agreement”) dated as of October 21, 2011 by and among Arrowhead Research Corporation, a Delaware corporation (“Buyer”), Hoffmann-La Roche Inc., a New Jersey corporation (“Roche Nutley”), and F. Hoffmann-La Roche Ltd, a Swiss corporation (“Roche Basel” and, together with Roche Nutley, “Sellers”).

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Stock and Asset Purchase Agreement • March 15th, 2004 • Mattson Technology Inc • Special industry machinery, nec
STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • September 14th, 2009 • MDS Inc. • Laboratory analytical instruments • New York

This Stock and Asset Purchase Agreement, dated as of September 2, 2009 (this "Agreement"), is entered into by and among (i) MDS Inc., a company existing under the laws of Canada ("Parent"), (ii) MDS Life Sciences (Singapore) Pte. Ltd., a private company limited by shares, organized in Singapore ("MDS Singapore"), (iii) the other Asset Sellers that may become party hereto from time to time in accordance with the terms of this Agreement, (iv) MDS (US) Inc., a corporation existing under the laws of the State of Delaware ("MDS US"), (v) the other Stock Sellers that may become party hereto from time to time in accordance with the terms of this Agreement, (vi) solely for purpose of Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 7.6(k), and ARTICLE X and ARTICLE XI hereof, MDS Laboratoires Quebec Ltée, (vii) DH Technologies Development Pte Ltd., a private company limited by shares, organized in Singapore ("Buyer"), and (viii) solely for purposes of Section 7.3(b), Section 7.3(c),