Arizona Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors

• Category: Corporations - Public
• State: Multi-State
• Control #: US-EG-9208
• Format: Word; Rich Text

Description

Common Shares Purchase Agreement of Visible Genetics, Inc. regarding the sale and purchase of common shares dated December 14, 1999. 26 pages. Title: Arizona Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: The Arizona Sample Common Shares Purchase Agreement serves as a legally binding document outlining the terms and conditions of an investment in Visible Genetics, Inc. by investors. This agreement acts as a crucial instrument in maintaining clarity and protection for both parties involved. Here, we present a detailed description of the agreement, covering its key provisions and possible variations. 1. Parties Involved: The agreement is between Visible Genetics, Inc. (the "Company") and one or more Investors (the "Investors"). 2. Purpose: The primary objective of this agreement is the purchase and sale of common shares of Visible Genetics, Inc., as desired by the Investors. 3. Share Purchase Terms: This section outlines the details of the common shares' purchase, including the total number of shares, purchase price per share, and any conditions or restrictions associated with the transaction. 4. Representations and Warranties: Visible Genetics, Inc., as the selling entity, provides a range of statements and assurances regarding its legal standing, financial health, and other relevant aspects. Similarly, investors may provide their own representations and warranties, ensuring their eligibility and compliance. 5. Completion of Transaction: The agreement outlines the process and requirements for completing the share purchase, including payment procedures and timelines. It may also include provisions for any potential escrow arrangements or the transfer of physical share certificates. 6. Rights and Obligations: This section defines the rights and obligations of the involved parties, such as voting rights, information sharing, confidentiality, anti-dilution protection, and preemptive rights. It also addresses matters related to dividends, liquidation preferences, and any preferred or special rights granted to specific classes of shares. 7. Governing Law and Jurisdiction: The agreement will clearly state that it is governed by the laws of the state of Arizona, establishing the jurisdiction for any disputes that may arise. Types of Arizona Sample Common Shares Purchase Agreements: 1. Simple Common Shares Purchase Agreement: This agreement is commonly used when investors seek to purchase common shares in Visible Genetics, Inc. without any additional complexities or specific provisions. 2. Preemptive Rights Purchase Agreement: In situations where existing shareholders have preemptive rights, this agreement allows investors to exercise their right of first refusal to purchase any newly issued common shares before other investors. 3. Preferred Shares Purchase Agreement: If the investors intend to acquire preferred shares to common shares, this agreement will have specific provisions tailored to preferred share terms, including liquidation preferences, dividends, and voting rights. 4. Equity Financing Agreement with Conversion Provision: This variation includes provisions related to the conversion of the purchased common shares into a different class of securities, like preferred shares, upon certain triggering events. Note: The specific terms and conditions may vary in these agreements and must be carefully reviewed and customized to suit the requirements of the parties involved. Conclusion: The Arizona Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors serves as an essential legal document in facilitating investment in the company. This detailed description provided an overview of the agreement and highlighted various types of agreements that may be generated based on specific requirements and preferences. Tailoring the agreement to align with the needs of both the company and investors is crucial for a successful transaction.

Title: Arizona Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: The Arizona Sample Common Shares Purchase Agreement serves as a legally binding document outlining the terms and conditions of an investment in Visible Genetics, Inc. by investors. This agreement acts as a crucial instrument in maintaining clarity and protection for both parties involved. Here, we present a detailed description of the agreement, covering its key provisions and possible variations. 1. Parties Involved: The agreement is between Visible Genetics, Inc. (the "Company") and one or more Investors (the "Investors"). 2. Purpose: The primary objective of this agreement is the purchase and sale of common shares of Visible Genetics, Inc., as desired by the Investors. 3. Share Purchase Terms: This section outlines the details of the common shares' purchase, including the total number of shares, purchase price per share, and any conditions or restrictions associated with the transaction. 4. Representations and Warranties: Visible Genetics, Inc., as the selling entity, provides a range of statements and assurances regarding its legal standing, financial health, and other relevant aspects. Similarly, investors may provide their own representations and warranties, ensuring their eligibility and compliance. 5. Completion of Transaction: The agreement outlines the process and requirements for completing the share purchase, including payment procedures and timelines. It may also include provisions for any potential escrow arrangements or the transfer of physical share certificates. 6. Rights and Obligations: This section defines the rights and obligations of the involved parties, such as voting rights, information sharing, confidentiality, anti-dilution protection, and preemptive rights. It also addresses matters related to dividends, liquidation preferences, and any preferred or special rights granted to specific classes of shares. 7. Governing Law and Jurisdiction: The agreement will clearly state that it is governed by the laws of the state of Arizona, establishing the jurisdiction for any disputes that may arise. Types of Arizona Sample Common Shares Purchase Agreements: 1. Simple Common Shares Purchase Agreement: This agreement is commonly used when investors seek to purchase common shares in Visible Genetics, Inc. without any additional complexities or specific provisions. 2. Preemptive Rights Purchase Agreement: In situations where existing shareholders have preemptive rights, this agreement allows investors to exercise their right of first refusal to purchase any newly issued common shares before other investors. 3. Preferred Shares Purchase Agreement: If the investors intend to acquire preferred shares to common shares, this agreement will have specific provisions tailored to preferred share terms, including liquidation preferences, dividends, and voting rights. 4. Equity Financing Agreement with Conversion Provision: This variation includes provisions related to the conversion of the purchased common shares into a different class of securities, like preferred shares, upon certain triggering events. Note: The specific terms and conditions may vary in these agreements and must be carefully reviewed and customized to suit the requirements of the parties involved. Conclusion: The Arizona Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors serves as an essential legal document in facilitating investment in the company. This detailed description provided an overview of the agreement and highlighted various types of agreements that may be generated based on specific requirements and preferences. Tailoring the agreement to align with the needs of both the company and investors is crucial for a successful transaction.