Common Shares Purchase Agreement of Visible Genetics, Inc. regarding the sale and purchase of common shares dated December 14, 1999. 26 pages.
Title: Indiana Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: The Indiana Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors is a legally binding document that outlines the terms and conditions surrounding the purchase of common shares by investors in Visible Genetics, Inc., a prominent Indiana-based biotechnology company. This detailed agreement ensures transparency and protection of both parties' interests throughout the investment process. Content: 1. Definition of Parties: a. Visible Genetics, Inc. — A biotechnology company incorporated and established in the state of Indiana, engaged in genetic research and development. b. Investors — Individuals or entities willing to invest in Visible Genetics, Inc. and purchase common shares. 2. Types of Indiana Sample Common Shares Purchase Agreements: a. Ordinary Common Shares Purchase Agreement — This agreement establishes the purchase of common shares by investors under normal circumstances, without any specialized conditions. b. Conditional Common Shares Purchase Agreement — This type of agreement outlines specific conditions or contingencies that need to be met before the purchase of common shares can be executed. 3. Purchase Price and Payment: This section specifies the purchase price per common share and the payment terms agreed upon by both Visible Genetics, Inc. and the investors. 4. Representations and Warranties: Both parties will disclose relevant information and provide assurances regarding shareholder rights, financial statements, intellectual property, regulatory compliance, and any litigation or claims affecting Visible Genetics, Inc. 5. Closing Conditions and Deliveries: a. Conditions Precedent — Outlines the conditions required for the investors' obligation to purchase the common shares and for Visible Genetics, Inc. to issue the shares. b. Deliveries — Specifies the documents, certificates, and legal requirements to be fulfilled by both parties at the closing of the agreement. 6. Governing Law and Jurisdiction: States the state of Indiana as the governing law and jurisdiction for legal proceedings related to this agreement. 7. Indemnification and Liability: Defines the indemnification provisions to protect both parties from liability arising out of any misrepresentation, breach, or violation of the agreement. 8. Confidentiality: Establishes the confidentiality obligations of both parties to protect sensitive information disclosed during the negotiation and execution of the agreement. 9. Termination: Outlines the circumstances and procedures for termination of the purchase agreement by either party, including the effects and remedies. 10. Miscellaneous Provisions: Includes sections on notices, amendments, entire agreement, force majeure, binding effect, and dispute resolution. Conclusion: The Indiana Sample Common Shares Purchase Agreement is a crucial document for Visible Genetics, Inc. and potential investors seeking to acquire common shares in the company. With its detailed terms and conditions, the agreement aims to protect the rights and interests of both parties involved in the purchase process. Investors and Visible Genetics, Inc. can rely on this agreement to ensure a transparent and legally sound investment transaction.
Title: Indiana Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: The Indiana Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors is a legally binding document that outlines the terms and conditions surrounding the purchase of common shares by investors in Visible Genetics, Inc., a prominent Indiana-based biotechnology company. This detailed agreement ensures transparency and protection of both parties' interests throughout the investment process. Content: 1. Definition of Parties: a. Visible Genetics, Inc. — A biotechnology company incorporated and established in the state of Indiana, engaged in genetic research and development. b. Investors — Individuals or entities willing to invest in Visible Genetics, Inc. and purchase common shares. 2. Types of Indiana Sample Common Shares Purchase Agreements: a. Ordinary Common Shares Purchase Agreement — This agreement establishes the purchase of common shares by investors under normal circumstances, without any specialized conditions. b. Conditional Common Shares Purchase Agreement — This type of agreement outlines specific conditions or contingencies that need to be met before the purchase of common shares can be executed. 3. Purchase Price and Payment: This section specifies the purchase price per common share and the payment terms agreed upon by both Visible Genetics, Inc. and the investors. 4. Representations and Warranties: Both parties will disclose relevant information and provide assurances regarding shareholder rights, financial statements, intellectual property, regulatory compliance, and any litigation or claims affecting Visible Genetics, Inc. 5. Closing Conditions and Deliveries: a. Conditions Precedent — Outlines the conditions required for the investors' obligation to purchase the common shares and for Visible Genetics, Inc. to issue the shares. b. Deliveries — Specifies the documents, certificates, and legal requirements to be fulfilled by both parties at the closing of the agreement. 6. Governing Law and Jurisdiction: States the state of Indiana as the governing law and jurisdiction for legal proceedings related to this agreement. 7. Indemnification and Liability: Defines the indemnification provisions to protect both parties from liability arising out of any misrepresentation, breach, or violation of the agreement. 8. Confidentiality: Establishes the confidentiality obligations of both parties to protect sensitive information disclosed during the negotiation and execution of the agreement. 9. Termination: Outlines the circumstances and procedures for termination of the purchase agreement by either party, including the effects and remedies. 10. Miscellaneous Provisions: Includes sections on notices, amendments, entire agreement, force majeure, binding effect, and dispute resolution. Conclusion: The Indiana Sample Common Shares Purchase Agreement is a crucial document for Visible Genetics, Inc. and potential investors seeking to acquire common shares in the company. With its detailed terms and conditions, the agreement aims to protect the rights and interests of both parties involved in the purchase process. Investors and Visible Genetics, Inc. can rely on this agreement to ensure a transparent and legally sound investment transaction.