Maryland 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. Maryland Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund: A Comprehensive Overview Introduction: This article aims to provide a detailed description of the Maryland Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It will shed light on the key components, features, and significance of such agreements in the business world. By incorporating relevant keywords, we will actively address the nuances and variations that might exist within different types of Maryland Sample Purchase Agreements involving these entities. Key Elements of the Maryland Sample Purchase Agreement: 1. Parties Involved: The Purchase Agreement involves the following parties: — Cell Pathways, Inc. (the "Seller"): A Maryland-based biotechnology company specializing in innovative drug research and development. — MAS Funds Small Cap Value Portfolio (the "Buyer"): A Maryland-based investment fund focused on small-cap companies with strong growth potential. — Van Kampen American Value Fund (the "Investor"): A Maryland-based investment fund primarily emphasizing value-oriented stock selection strategies. 2. Transaction Details: The Purchase Agreement outlines the terms and conditions of the transaction, including the agreed-upon purchase price, payment structure, and any potential adjustments or contingencies. 3. Representations and Warranties: Both the Seller and the Buyer will provide various representations and warranties to ensure transparency and disclosure of pertinent information regarding the transaction. These generally include statements related to the company's financials, assets, intellectual property, contracts, litigation, and compliance with laws and regulations. 4. Closing Conditions: The agreement outlines the conditions that must be satisfied before the transaction can be finalized. These may include regulatory approvals, third-party consents, shareholder approvals, or the fulfillment of specific obligations by either party. 5. Indemnification: The Purchase Agreement generally contains provisions regarding indemnification, where one party agrees to compensate the other for any losses, damages, or liabilities arising from breaches of representations, warranties, or covenants outlined in the agreement. Different Types of Maryland Sample Purchase Agreements: While the overarching purpose of a Maryland Sample Purchase Agreement remains the same, there might be specific variations in content, clauses, or terminology based on factors such as the nature of the transaction, parties' unique requirements, or industry-specific considerations. Some possible variations include: 1. Asset Purchase Agreement: This type of agreement focuses on the purchase of specific assets and liabilities of a business instead of its equity shares. It delineates the transfer of assets, assumption of liabilities, and relevant terms governing the transaction. 2. Stock Purchase Agreement: In contrast to an asset purchase agreement, a stock purchase agreement pertains to the acquisition of all or a majority of a company's issued and outstanding stock. It delineates the transfer and sale of shares, shareholder rights, and related provisions. 3. Merger Agreement: A merger agreement involves the combination of two or more companies into a single entity. This agreement includes provisions detailing the merger's terms, governance structure, treatment of stockholders, and any post-merger considerations. 4. Joint Venture Agreement: In situations where two or more parties wish to collaborate on a specific project or venture, a joint venture agreement is utilized. It outlines the roles, responsibilities, and contributions of each party, as well as the sharing of expenses, profits, and decision-making authority. Conclusion: Maryland Sample Purchase Agreements serve as crucial legal documents when facilitating business transactions. They provide a framework that ensures transparency, protects the parties involved, and minimizes potential disputes. Understanding the key elements and different variations of these agreements is essential for all parties entering into such deals, including Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund, to secure their interests effectively.

Maryland Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund: A Comprehensive Overview Introduction: This article aims to provide a detailed description of the Maryland Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It will shed light on the key components, features, and significance of such agreements in the business world. By incorporating relevant keywords, we will actively address the nuances and variations that might exist within different types of Maryland Sample Purchase Agreements involving these entities. Key Elements of the Maryland Sample Purchase Agreement: 1. Parties Involved: The Purchase Agreement involves the following parties: — Cell Pathways, Inc. (the "Seller"): A Maryland-based biotechnology company specializing in innovative drug research and development. — MAS Funds Small Cap Value Portfolio (the "Buyer"): A Maryland-based investment fund focused on small-cap companies with strong growth potential. — Van Kampen American Value Fund (the "Investor"): A Maryland-based investment fund primarily emphasizing value-oriented stock selection strategies. 2. Transaction Details: The Purchase Agreement outlines the terms and conditions of the transaction, including the agreed-upon purchase price, payment structure, and any potential adjustments or contingencies. 3. Representations and Warranties: Both the Seller and the Buyer will provide various representations and warranties to ensure transparency and disclosure of pertinent information regarding the transaction. These generally include statements related to the company's financials, assets, intellectual property, contracts, litigation, and compliance with laws and regulations. 4. Closing Conditions: The agreement outlines the conditions that must be satisfied before the transaction can be finalized. These may include regulatory approvals, third-party consents, shareholder approvals, or the fulfillment of specific obligations by either party. 5. Indemnification: The Purchase Agreement generally contains provisions regarding indemnification, where one party agrees to compensate the other for any losses, damages, or liabilities arising from breaches of representations, warranties, or covenants outlined in the agreement. Different Types of Maryland Sample Purchase Agreements: While the overarching purpose of a Maryland Sample Purchase Agreement remains the same, there might be specific variations in content, clauses, or terminology based on factors such as the nature of the transaction, parties' unique requirements, or industry-specific considerations. Some possible variations include: 1. Asset Purchase Agreement: This type of agreement focuses on the purchase of specific assets and liabilities of a business instead of its equity shares. It delineates the transfer of assets, assumption of liabilities, and relevant terms governing the transaction. 2. Stock Purchase Agreement: In contrast to an asset purchase agreement, a stock purchase agreement pertains to the acquisition of all or a majority of a company's issued and outstanding stock. It delineates the transfer and sale of shares, shareholder rights, and related provisions. 3. Merger Agreement: A merger agreement involves the combination of two or more companies into a single entity. This agreement includes provisions detailing the merger's terms, governance structure, treatment of stockholders, and any post-merger considerations. 4. Joint Venture Agreement: In situations where two or more parties wish to collaborate on a specific project or venture, a joint venture agreement is utilized. It outlines the roles, responsibilities, and contributions of each party, as well as the sharing of expenses, profits, and decision-making authority. Conclusion: Maryland Sample Purchase Agreements serve as crucial legal documents when facilitating business transactions. They provide a framework that ensures transparency, protects the parties involved, and minimizes potential disputes. Understanding the key elements and different variations of these agreements is essential for all parties entering into such deals, including Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund, to secure their interests effectively.