Minnesota 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. Minnesota Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: This Minnesota Sample Common Shares Purchase Agreement outlines the terms and conditions governing the purchase of common shares of Visible Genetics, Inc. (the "Company") by investors. This legally binding agreement establishes the rights, responsibilities, and obligations of both the Company and the investors involved in the transaction. Key Terms and Conditions: 1. Parties: — Visible Genetics, Inc.: A Minnesota-based company engaged in the biotechnology sector. — Investors: Individuals or entities purchasing common shares of the Company. 2. Purchase Price: — The agreement specifies the purchase price per share and the total purchase amount. — Payment terms, including any installments or milestones, are clearly defined. 3. Representations and Warranties: — Both the Company and the investors make certain representations and warranties regarding their legal capacity, authorization, financial standing, and compliance with applicable laws. — Investors acknowledge that they have conducted their own due diligence and are aware of any risks associated with the investment. 4. Closing and Delivery: — The agreement outlines the conditions for the closing of the transaction, including the necessary approvals, consents, and fulfillment of any contractual obligations. — Processes and responsibilities for the delivery of share certificates or electronic equivalents are established. 5. Covenants and Obligations: — The Company may have certain obligations, such as providing financial statements, ensuring compliance with laws, and maintaining necessary licenses and permits. — Investors may have obligations related to confidentiality, non-solicitation, and non-competition. 6. Restrictions: — The agreement may include restrictions on the transfer of shares, such as a lock-up period, right of first refusal, or tag-along/drag-along rights. — Certain limitations on the transferability and sale of shares may also apply under state and federal securities laws. 7. Governing Law and Dispute Resolution: — The agreement specifies that Minnesota law governs the interpretation and enforcement of the agreement. — It identifies the venue and method for resolving any disputes, such as arbitration or litigation. Types of Minnesota Sample Common Shares Purchase Agreements: 1. Series A Preferred Shares Purchase Agreement: If Visible Genetics, Inc. issues preferred shares to investors, a separate agreement specifying the terms and conditions of the investment may be needed. 2. Subscription Agreement: This agreement is used when investors subscribe for shares before the Company has been incorporated or the shares have been authorized. Conclusion: The Minnesota Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors is a comprehensive document that safeguards the rights and interests of both parties involved in the purchase of common shares. It sets the foundation for a transparent, legally binding transaction, ensuring compliance with applicable laws and regulations.

Minnesota Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: This Minnesota Sample Common Shares Purchase Agreement outlines the terms and conditions governing the purchase of common shares of Visible Genetics, Inc. (the "Company") by investors. This legally binding agreement establishes the rights, responsibilities, and obligations of both the Company and the investors involved in the transaction. Key Terms and Conditions: 1. Parties: — Visible Genetics, Inc.: A Minnesota-based company engaged in the biotechnology sector. — Investors: Individuals or entities purchasing common shares of the Company. 2. Purchase Price: — The agreement specifies the purchase price per share and the total purchase amount. — Payment terms, including any installments or milestones, are clearly defined. 3. Representations and Warranties: — Both the Company and the investors make certain representations and warranties regarding their legal capacity, authorization, financial standing, and compliance with applicable laws. — Investors acknowledge that they have conducted their own due diligence and are aware of any risks associated with the investment. 4. Closing and Delivery: — The agreement outlines the conditions for the closing of the transaction, including the necessary approvals, consents, and fulfillment of any contractual obligations. — Processes and responsibilities for the delivery of share certificates or electronic equivalents are established. 5. Covenants and Obligations: — The Company may have certain obligations, such as providing financial statements, ensuring compliance with laws, and maintaining necessary licenses and permits. — Investors may have obligations related to confidentiality, non-solicitation, and non-competition. 6. Restrictions: — The agreement may include restrictions on the transfer of shares, such as a lock-up period, right of first refusal, or tag-along/drag-along rights. — Certain limitations on the transferability and sale of shares may also apply under state and federal securities laws. 7. Governing Law and Dispute Resolution: — The agreement specifies that Minnesota law governs the interpretation and enforcement of the agreement. — It identifies the venue and method for resolving any disputes, such as arbitration or litigation. Types of Minnesota Sample Common Shares Purchase Agreements: 1. Series A Preferred Shares Purchase Agreement: If Visible Genetics, Inc. issues preferred shares to investors, a separate agreement specifying the terms and conditions of the investment may be needed. 2. Subscription Agreement: This agreement is used when investors subscribe for shares before the Company has been incorporated or the shares have been authorized. Conclusion: The Minnesota Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors is a comprehensive document that safeguards the rights and interests of both parties involved in the purchase of common shares. It sets the foundation for a transparent, legally binding transaction, ensuring compliance with applicable laws and regulations.