Hawaii Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9170
• Format: Word; Rich Text

Description

Purchase Agr. btwn Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund, et al. dated October 8, 1999. 15 pages. Hawaii Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Hawaii Sample Purchase Agreement outlines the terms and conditions under which Cell Pathways, Inc. agrees to purchase a certain number of shares from both MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. The agreement encompasses the following crucial details: 1. Parties Involved: a. Cell Pathways, Inc.: The purchasing party, a biomedical company specializing in innovative drug development. b. MAS Funds Small Cap Value Portfolio: One of the selling parties, an investment fund focusing on small-cap value stocks. c. Van Kampen American Value Fund: Another selling party, an investment fund that primarily invests in American value stocks. 2. Effective Date: The agreement's official start date, on which all involved parties mutually agree to comply with the terms set forth. 3. Purchase Details: a. Purchase Price: The pre-determined price per share at which Cell Pathways will acquire the shares from the sellers. b. Number of Shares: The specific quantity of shares to be purchased from each respective fund, as agreed upon by all parties. 4. Payment Terms: Outlines the payment method and schedules for the purchase amount agreed upon for each party. 5. Representations and Warranties: a. Cell Pathways, Inc. represents its legal authority, financial capability, and intention to acquire the shares. b. MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund guarantee that they have the authority to sell the shares. 6. Conditions Precedent: a. Regulatory Approvals: Specifies any necessary regulatory approvals that must be obtained before the completion of the purchase. b. Due Diligence: Allows Cell Pathways the right to perform due diligence on the shares being purchased. c. Third-Party Consents: Covers the possibility of acquiring any necessary consents from third parties. 7. Indemnification: a. Each party agrees to indemnify and hold harmless the other parties from any losses, damages, or liabilities arising out of any misrepresentation, breach of warranty, or non-fulfillment of obligations. 8. Governing Law and Jurisdiction: States the applicable laws and the jurisdiction that will govern the interpretation and enforcement of the agreement. 9. Confidentiality: All parties agree to maintain strict confidentiality regarding any non-public information obtained during the negotiation and execution of the agreement. 10. Termination: Lists the circumstances under which the agreement can be terminated, such as mutual agreement or breach of contract. Different types of Hawaii Sample Purchase Agreements may exist based on the financial or business context and parties involved. However, this specific agreement pertains to the purchase of shares from two separate investment funds by Cell Pathways, Inc.

Hawaii Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Hawaii Sample Purchase Agreement outlines the terms and conditions under which Cell Pathways, Inc. agrees to purchase a certain number of shares from both MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. The agreement encompasses the following crucial details: 1. Parties Involved: a. Cell Pathways, Inc.: The purchasing party, a biomedical company specializing in innovative drug development. b. MAS Funds Small Cap Value Portfolio: One of the selling parties, an investment fund focusing on small-cap value stocks. c. Van Kampen American Value Fund: Another selling party, an investment fund that primarily invests in American value stocks. 2. Effective Date: The agreement's official start date, on which all involved parties mutually agree to comply with the terms set forth. 3. Purchase Details: a. Purchase Price: The pre-determined price per share at which Cell Pathways will acquire the shares from the sellers. b. Number of Shares: The specific quantity of shares to be purchased from each respective fund, as agreed upon by all parties. 4. Payment Terms: Outlines the payment method and schedules for the purchase amount agreed upon for each party. 5. Representations and Warranties: a. Cell Pathways, Inc. represents its legal authority, financial capability, and intention to acquire the shares. b. MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund guarantee that they have the authority to sell the shares. 6. Conditions Precedent: a. Regulatory Approvals: Specifies any necessary regulatory approvals that must be obtained before the completion of the purchase. b. Due Diligence: Allows Cell Pathways the right to perform due diligence on the shares being purchased. c. Third-Party Consents: Covers the possibility of acquiring any necessary consents from third parties. 7. Indemnification: a. Each party agrees to indemnify and hold harmless the other parties from any losses, damages, or liabilities arising out of any misrepresentation, breach of warranty, or non-fulfillment of obligations. 8. Governing Law and Jurisdiction: States the applicable laws and the jurisdiction that will govern the interpretation and enforcement of the agreement. 9. Confidentiality: All parties agree to maintain strict confidentiality regarding any non-public information obtained during the negotiation and execution of the agreement. 10. Termination: Lists the circumstances under which the agreement can be terminated, such as mutual agreement or breach of contract. Different types of Hawaii Sample Purchase Agreements may exist based on the financial or business context and parties involved. However, this specific agreement pertains to the purchase of shares from two separate investment funds by Cell Pathways, Inc.