Minnesota Sample Securities Purchase Agreement between IGEN International, Inc. and Purchasers

• Category: Corporations - Public
• State: Multi-State
• Control #: US-EG-9342
• Format: Word; Rich Text

Description

Securities Purchase Agreement between IGEN International, Inc. and various purchasers regarding the issuance and sale of 5% Subordinated Convertible Debentures and warrant to purchase shares of company's common stock dated January 11, 2000. 30 pages. Title: Understanding Minnesota Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers Introduction: The Minnesota Sample Securities Purchase Agreement outlines the legal terms and conditions governing the sale and purchase of securities between GEN International, Inc. (the "Company") and the Purchasers. This agreement serves as a legally binding document that protects the rights and interests of both parties involved. Let's explore the key elements and important provisions found within this agreement. 1. Parties Involved: The agreement is established between GEN International, Inc., a corporation duly organized under the laws of Minnesota, referred to as the "Company," and the Purchasers, typically individuals or entities interested in acquiring securities issued by the Company. 2. Definitions: The agreement provides a clear definition of important terms and concepts used throughout the document, ensuring mutual understanding between the Company and the Purchasers. 3. Purchase and Sale of Securities: This section elaborates on the details of the securities being sold, such as the type of securities, quantity, price per security, and the total purchase price. Different types of securities may include common stock, preferred stock, warrants, or convertible notes. 4. Representations and Warranties: Both the Company and the Purchasers make various representations and warranties to assure each other about their respective capabilities, legal rights, and compliance with laws. These representations may cover ownership of securities, financial statements, intellectual property rights, and ongoing litigation, among others. 5. Conditions Precedent: This section outlines specific conditions that must be met before the completion of the purchase. These conditions often include obtaining necessary regulatory approvals, shareholders' consent, or completion of due diligence. 6. Closing: The closing refers to the final step in executing the purchase agreement. It includes the delivery and acceptance of the securities, the transfer of funds, and the completion of necessary documents, such as stock certificates and supporting legal certificates. 7. Indemnification: To ensure protection against potential losses or claims arising from breaches of the agreement's terms, the indemnification clause defines the responsibilities and liabilities of each party involved. 8. Governing Law and Jurisdiction: This section stipulates that the agreement will be governed by the laws of the state of Minnesota. Any disputes or claims will fall under the jurisdiction of Minnesota courts. 9. Confidentiality and Non-Disclosure: To protect sensitive information disclosed during the transaction, this clause imposes restrictions on the disclosure of confidential information to any third parties. 10. Termination: The termination clause outlines certain circumstances under which the agreement may be terminated, including breach of terms, failure to meet conditions precedent, or mutual agreement between the parties. Conclusion: Minnesota Sample Securities Purchase Agreement is a vital legal document that safeguards the rights and obligations of both GEN International, Inc. and the Purchasers during the sale and purchase of securities. By providing a comprehensive framework, this agreement facilitates a fair and transparent transaction process while ensuring legal compliance and protection for both parties involved.

Title: Understanding Minnesota Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers Introduction: The Minnesota Sample Securities Purchase Agreement outlines the legal terms and conditions governing the sale and purchase of securities between GEN International, Inc. (the "Company") and the Purchasers. This agreement serves as a legally binding document that protects the rights and interests of both parties involved. Let's explore the key elements and important provisions found within this agreement. 1. Parties Involved: The agreement is established between GEN International, Inc., a corporation duly organized under the laws of Minnesota, referred to as the "Company," and the Purchasers, typically individuals or entities interested in acquiring securities issued by the Company. 2. Definitions: The agreement provides a clear definition of important terms and concepts used throughout the document, ensuring mutual understanding between the Company and the Purchasers. 3. Purchase and Sale of Securities: This section elaborates on the details of the securities being sold, such as the type of securities, quantity, price per security, and the total purchase price. Different types of securities may include common stock, preferred stock, warrants, or convertible notes. 4. Representations and Warranties: Both the Company and the Purchasers make various representations and warranties to assure each other about their respective capabilities, legal rights, and compliance with laws. These representations may cover ownership of securities, financial statements, intellectual property rights, and ongoing litigation, among others. 5. Conditions Precedent: This section outlines specific conditions that must be met before the completion of the purchase. These conditions often include obtaining necessary regulatory approvals, shareholders' consent, or completion of due diligence. 6. Closing: The closing refers to the final step in executing the purchase agreement. It includes the delivery and acceptance of the securities, the transfer of funds, and the completion of necessary documents, such as stock certificates and supporting legal certificates. 7. Indemnification: To ensure protection against potential losses or claims arising from breaches of the agreement's terms, the indemnification clause defines the responsibilities and liabilities of each party involved. 8. Governing Law and Jurisdiction: This section stipulates that the agreement will be governed by the laws of the state of Minnesota. Any disputes or claims will fall under the jurisdiction of Minnesota courts. 9. Confidentiality and Non-Disclosure: To protect sensitive information disclosed during the transaction, this clause imposes restrictions on the disclosure of confidential information to any third parties. 10. Termination: The termination clause outlines certain circumstances under which the agreement may be terminated, including breach of terms, failure to meet conditions precedent, or mutual agreement between the parties. Conclusion: Minnesota Sample Securities Purchase Agreement is a vital legal document that safeguards the rights and obligations of both GEN International, Inc. and the Purchasers during the sale and purchase of securities. By providing a comprehensive framework, this agreement facilitates a fair and transparent transaction process while ensuring legal compliance and protection for both parties involved.