Illinois Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• Control #: US-EG-9019
• Format: Word

Description

Common Stock Purch. Agr. btwn Immunomedics, Aries Domestic Fund, Aries Master Fund, et al., dated Dec. 14, 1999. 26 pages Title: Illinois Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al.: Exploring its Types and Provisions Introduction: The Illinois Sample Common Stock Purchase Agreement serves as a legally binding document between Immunomedics (the Company) and Aries Domestic Fund, Aries Master Fund, and other parties (collectively referred to as the Investors). This comprehensive agreement outlines the terms and conditions governing the purchase of common stock by the Investors from the Company. Below, we discuss the different types of Illinois Sample Common Stock Purchase Agreements, along with the key provisions involved. 1. Basic Illinois Sample Common Stock Purchase Agreement: This type of agreement is the foundation of the stock purchase process. It sets forth the essential terms, such as the number of shares being purchased, the purchase price per share, and the closing date of the transaction. Additionally, it provides a framework for the rights and obligations of both the Company and the Investors. 2. Illinois Sample Common Stock Purchase Agreement with Anti-Dilution Provision: In this type of agreement, an anti-dilution provision is included to protect the Investors from potential dilution of their ownership interests. This provision ensures that if the Company issues additional shares at a lower price than the Investors paid per share, they will receive additional shares or a price adjustment to maintain their percentage ownership. 3. Illinois Sample Common Stock Purchase Agreement with Voting Rights: Some agreements may grant the Investors certain voting rights during specified circumstances, such as major corporate decisions or the election of the Company's board of directors. These agreements outline the voting rights and procedures to ensure appropriate corporate governance and protect the Investors' interests. 4. Illinois Sample Common Stock Purchase Agreement with Redemption Rights: In certain cases, the agreement may include redemption rights, allowing the Investors to require the Company to repurchase their shares under specific circumstances, such as the occurrence of a specified event, breach of the agreement, or achievement of specific performance targets. 5. Illinois Sample Common Stock Purchase Agreement with Transfer Restrictions: This type of agreement may contain provisions restricting the transferability of the Investors' shares, preventing them from being sold, assigned, or transferred without the consent of the Company or other shareholders. These restrictions aim to maintain control over ownership and protect the Company's interests. Key Provisions commonly found in Illinois Sample Common Stock Purchase Agreements: a. Representations and Warranties: The Company and the Investors make certain representations and warranties regarding their respective capacities, authority, financial standing, ownership of the shares, and legal compliance. b. Closing Conditions: These conditions outline the requirements that must be fulfilled before the stock purchase is considered finalized. It may include obtaining necessary regulatory approvals, satisfaction of all legal obligations, and completion of other essential procedures. c. Securities Law Compliance: The agreement ensures compliance with federal and state securities laws, including providing the necessary disclosures to the Investors regarding risks and the terms of the investment. d. Indemnification: This provision establishes the obligations of the Company and the Investors to indemnify and hold each other harmless against any losses, damages, liabilities, or claims arising from the agreement or the stock purchase. e. Governing Law and Jurisdiction: The agreement specifies that Illinois law governs the interpretation and enforcement of the agreement and designates the courts of Illinois as the exclusive jurisdiction for any disputes. Conclusion: Illinois Sample Common Stock Purchase Agreements between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al., serve as vital documents for formalizing stock purchases. These agreements provide a clear framework for the rights and obligations of both the Company and the Investors, ensuring a fair and valid transaction. By understanding the different types and provisions involved, parties can negotiate and draft an agreement that adequately protects their interests and facilitates a successful stock purchase.

Title: Illinois Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al.: Exploring its Types and Provisions Introduction: The Illinois Sample Common Stock Purchase Agreement serves as a legally binding document between Immunomedics (the Company) and Aries Domestic Fund, Aries Master Fund, and other parties (collectively referred to as the Investors). This comprehensive agreement outlines the terms and conditions governing the purchase of common stock by the Investors from the Company. Below, we discuss the different types of Illinois Sample Common Stock Purchase Agreements, along with the key provisions involved. 1. Basic Illinois Sample Common Stock Purchase Agreement: This type of agreement is the foundation of the stock purchase process. It sets forth the essential terms, such as the number of shares being purchased, the purchase price per share, and the closing date of the transaction. Additionally, it provides a framework for the rights and obligations of both the Company and the Investors. 2. Illinois Sample Common Stock Purchase Agreement with Anti-Dilution Provision: In this type of agreement, an anti-dilution provision is included to protect the Investors from potential dilution of their ownership interests. This provision ensures that if the Company issues additional shares at a lower price than the Investors paid per share, they will receive additional shares or a price adjustment to maintain their percentage ownership. 3. Illinois Sample Common Stock Purchase Agreement with Voting Rights: Some agreements may grant the Investors certain voting rights during specified circumstances, such as major corporate decisions or the election of the Company's board of directors. These agreements outline the voting rights and procedures to ensure appropriate corporate governance and protect the Investors' interests. 4. Illinois Sample Common Stock Purchase Agreement with Redemption Rights: In certain cases, the agreement may include redemption rights, allowing the Investors to require the Company to repurchase their shares under specific circumstances, such as the occurrence of a specified event, breach of the agreement, or achievement of specific performance targets. 5. Illinois Sample Common Stock Purchase Agreement with Transfer Restrictions: This type of agreement may contain provisions restricting the transferability of the Investors' shares, preventing them from being sold, assigned, or transferred without the consent of the Company or other shareholders. These restrictions aim to maintain control over ownership and protect the Company's interests. Key Provisions commonly found in Illinois Sample Common Stock Purchase Agreements: a. Representations and Warranties: The Company and the Investors make certain representations and warranties regarding their respective capacities, authority, financial standing, ownership of the shares, and legal compliance. b. Closing Conditions: These conditions outline the requirements that must be fulfilled before the stock purchase is considered finalized. It may include obtaining necessary regulatory approvals, satisfaction of all legal obligations, and completion of other essential procedures. c. Securities Law Compliance: The agreement ensures compliance with federal and state securities laws, including providing the necessary disclosures to the Investors regarding risks and the terms of the investment. d. Indemnification: This provision establishes the obligations of the Company and the Investors to indemnify and hold each other harmless against any losses, damages, liabilities, or claims arising from the agreement or the stock purchase. e. Governing Law and Jurisdiction: The agreement specifies that Illinois law governs the interpretation and enforcement of the agreement and designates the courts of Illinois as the exclusive jurisdiction for any disputes. Conclusion: Illinois Sample Common Stock Purchase Agreements between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al., serve as vital documents for formalizing stock purchases. These agreements provide a clear framework for the rights and obligations of both the Company and the Investors, ensuring a fair and valid transaction. By understanding the different types and provisions involved, parties can negotiate and draft an agreement that adequately protects their interests and facilitates a successful stock purchase.