Delaware 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. A Sample Common Shares Purchase Agreement is a legally binding document that outlines the terms and conditions for the purchase of common shares between a company, Visible Genetics, Inc., and its investors. This agreement specifically pertains to transactions governed by Delaware law. Below, we provide a detailed description of what the Delaware Sample Common Shares Purchase Agreement entails. 1. Introduction and Parties: The agreement commences with an introduction stating the date and parties involved, i.e., Visible Genetics, Inc. (the "Company") and the investors. It establishes their identities, addresses, and the purpose of the agreement. 2. Recitals: This section provides background information about the Company, its business activities, and the desire of the investors to invest in the Company in exchange for common shares. 3. Agreement Terms: The Delaware Sample Common Shares Purchase Agreement includes various essential terms and conditions, such as: a. Purchase and Sale: It specifies the number of common shares being purchased by each investor and the aggregate purchase price. b. Consideration: Defines the form of consideration to be provided by the investors, such as cash, check, or wire transfer, for the issued common shares. c. Representations and Warranties: Details the representations and warranties made by the Company and the investors regarding their legal capacities, authority, and financial status. d. Covenants: Outlines the obligations and restrictions imposed on both parties, defining what actions they can or cannot undertake during the agreement's term. e. Conditions to Closing: Lists the specific conditions or requirements that need to be fulfilled before the transaction reaches completion, including any regulatory approvals or third-party consents. f. Closing and Delivery: Describes the closing process, including the place, date, and time of the closing. It specifies the deliverables, such as stock certificates and supporting documents, required to finalize the transaction. g. Indemnification: Explains the indemnification obligations of the parties in case of any breaches, misrepresentations, or losses arising from the agreement. h. Governing Law and Dispute Resolution: Identifies Delaware as the governing jurisdiction and provides mechanisms for dispute resolution, outlining the procedure for arbitration or litigation. 4. Additional Clauses: The Delaware Sample Common Shares Purchase Agreement may also include additional clauses depending on the specific requirements of the parties involved, such as: a. Anti-Dilution Provision: This clause protects the investors from future equity issuance sat a lower price than they initially invested by adjusting their share price or issuing additional shares. b. Right of First Refusal: This provision grants the investors the first opportunity to purchase any additional securities issued by the Company before offering them to outside parties. c. Drag-Along Rights: This clause allows the majority shareholders to force minority shareholders to sell their shares in case of a major transaction involving the Company, ensuring a unified decision-making process. d. Appraisal Rights: Provides the investors with the right to demand an independent appraisal of the Company's value if certain predetermined events occur, allowing them to exit the investment if the appraisal is unsatisfactory. The Delaware Sample Common Shares Purchase Agreement allows Visible Genetics, Inc. and its investors to define the terms of their investment relationship while adhering to the legal requirements set forth by Delaware law. Note that there may be various types or versions of this agreement tailored to specific investor rights, transaction structures, or corporate governance provisions.

A Sample Common Shares Purchase Agreement is a legally binding document that outlines the terms and conditions for the purchase of common shares between a company, Visible Genetics, Inc., and its investors. This agreement specifically pertains to transactions governed by Delaware law. Below, we provide a detailed description of what the Delaware Sample Common Shares Purchase Agreement entails. 1. Introduction and Parties: The agreement commences with an introduction stating the date and parties involved, i.e., Visible Genetics, Inc. (the "Company") and the investors. It establishes their identities, addresses, and the purpose of the agreement. 2. Recitals: This section provides background information about the Company, its business activities, and the desire of the investors to invest in the Company in exchange for common shares. 3. Agreement Terms: The Delaware Sample Common Shares Purchase Agreement includes various essential terms and conditions, such as: a. Purchase and Sale: It specifies the number of common shares being purchased by each investor and the aggregate purchase price. b. Consideration: Defines the form of consideration to be provided by the investors, such as cash, check, or wire transfer, for the issued common shares. c. Representations and Warranties: Details the representations and warranties made by the Company and the investors regarding their legal capacities, authority, and financial status. d. Covenants: Outlines the obligations and restrictions imposed on both parties, defining what actions they can or cannot undertake during the agreement's term. e. Conditions to Closing: Lists the specific conditions or requirements that need to be fulfilled before the transaction reaches completion, including any regulatory approvals or third-party consents. f. Closing and Delivery: Describes the closing process, including the place, date, and time of the closing. It specifies the deliverables, such as stock certificates and supporting documents, required to finalize the transaction. g. Indemnification: Explains the indemnification obligations of the parties in case of any breaches, misrepresentations, or losses arising from the agreement. h. Governing Law and Dispute Resolution: Identifies Delaware as the governing jurisdiction and provides mechanisms for dispute resolution, outlining the procedure for arbitration or litigation. 4. Additional Clauses: The Delaware Sample Common Shares Purchase Agreement may also include additional clauses depending on the specific requirements of the parties involved, such as: a. Anti-Dilution Provision: This clause protects the investors from future equity issuance sat a lower price than they initially invested by adjusting their share price or issuing additional shares. b. Right of First Refusal: This provision grants the investors the first opportunity to purchase any additional securities issued by the Company before offering them to outside parties. c. Drag-Along Rights: This clause allows the majority shareholders to force minority shareholders to sell their shares in case of a major transaction involving the Company, ensuring a unified decision-making process. d. Appraisal Rights: Provides the investors with the right to demand an independent appraisal of the Company's value if certain predetermined events occur, allowing them to exit the investment if the appraisal is unsatisfactory. The Delaware Sample Common Shares Purchase Agreement allows Visible Genetics, Inc. and its investors to define the terms of their investment relationship while adhering to the legal requirements set forth by Delaware law. Note that there may be various types or versions of this agreement tailored to specific investor rights, transaction structures, or corporate governance provisions.