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

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US-EG-9342
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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.
North Dakota Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers Introduction: This North Dakota Sample Securities Purchase Agreement outlines the terms and conditions for the purchase of securities between GEN International, Inc. (the "Company") and the Purchasers. This agreement aims to protect the rights and interests of both parties involved in the transaction. Key Elements of the Agreement: 1. Parties Involved: a. GEN International, Inc.: The company issuing the securities. b. Purchasers: The individuals or entities purchasing the securities. 2. Securities Offered: a. Type of Securities: Specify the type of securities being offered, such as common stock or preferred stock. b. Issuance Date: The date on which the securities are being issued. c. Number of Securities: The total number of securities being offered. d. Purchase Price: The agreed-upon price per security. 3. Representations and Warranties: a. Representations by GEN International, Inc.: The company warrants the accuracy of the provided information, compliance with legal requirements, and absence of undisclosed liabilities. b. Representations by Purchasers: The Purchasers declare that they have conducted their own due diligence and are knowledgeable about the risks involved in purchasing the securities. 4. Purchase Price Payment: a. Payment Method: Specify how the purchase price will be paid, such as cash, wire transfer, or check. b. Payment Schedule: Indicate the timeline for payment, including any installments or upfront payments required. 5. Conditions Precedent: a. Regulatory Approvals: The completion of the agreement may be subject to obtaining necessary regulatory approvals. b. Due Diligence: The Purchasers' satisfaction through their due diligence process. 6. Covenants: a. Confidentiality: Both parties agree to keep all non-public information confidential. b. No Violation: The Purchasers agree not to take any action that may violate laws or agreements, impacting the company's operations. 7. Indemnification: a. GEN International, Inc.'s Indemnification: The company indemnifies the Purchasers against any losses, damages, or liabilities arising from misrepresentation or breach of warranty. b. Purchasers' Indemnification: The Purchasers indemnify the company against any losses resulting from their actions or breach of agreement. 8. Governing Law: The agreement shall be governed by and construed in accordance with the laws of the state of North Dakota. 9. Entire Agreement: This agreement represents the entire understanding between the parties and supersedes any prior discussions or agreements. Sample Securities Purchase Agreement Types: 1. Series A Preferred Stock Purchase Agreement 2. Convertible Note Purchase Agreement 3. Common Stock Purchase Agreement Note: It is essential to consult legal professionals and adapt the agreement to specific circumstances and requirements. This content serves as a general guide and should not be considered legal advice.

North Dakota Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers Introduction: This North Dakota Sample Securities Purchase Agreement outlines the terms and conditions for the purchase of securities between GEN International, Inc. (the "Company") and the Purchasers. This agreement aims to protect the rights and interests of both parties involved in the transaction. Key Elements of the Agreement: 1. Parties Involved: a. GEN International, Inc.: The company issuing the securities. b. Purchasers: The individuals or entities purchasing the securities. 2. Securities Offered: a. Type of Securities: Specify the type of securities being offered, such as common stock or preferred stock. b. Issuance Date: The date on which the securities are being issued. c. Number of Securities: The total number of securities being offered. d. Purchase Price: The agreed-upon price per security. 3. Representations and Warranties: a. Representations by GEN International, Inc.: The company warrants the accuracy of the provided information, compliance with legal requirements, and absence of undisclosed liabilities. b. Representations by Purchasers: The Purchasers declare that they have conducted their own due diligence and are knowledgeable about the risks involved in purchasing the securities. 4. Purchase Price Payment: a. Payment Method: Specify how the purchase price will be paid, such as cash, wire transfer, or check. b. Payment Schedule: Indicate the timeline for payment, including any installments or upfront payments required. 5. Conditions Precedent: a. Regulatory Approvals: The completion of the agreement may be subject to obtaining necessary regulatory approvals. b. Due Diligence: The Purchasers' satisfaction through their due diligence process. 6. Covenants: a. Confidentiality: Both parties agree to keep all non-public information confidential. b. No Violation: The Purchasers agree not to take any action that may violate laws or agreements, impacting the company's operations. 7. Indemnification: a. GEN International, Inc.'s Indemnification: The company indemnifies the Purchasers against any losses, damages, or liabilities arising from misrepresentation or breach of warranty. b. Purchasers' Indemnification: The Purchasers indemnify the company against any losses resulting from their actions or breach of agreement. 8. Governing Law: The agreement shall be governed by and construed in accordance with the laws of the state of North Dakota. 9. Entire Agreement: This agreement represents the entire understanding between the parties and supersedes any prior discussions or agreements. Sample Securities Purchase Agreement Types: 1. Series A Preferred Stock Purchase Agreement 2. Convertible Note Purchase Agreement 3. Common Stock Purchase Agreement Note: It is essential to consult legal professionals and adapt the agreement to specific circumstances and requirements. This content serves as a general guide and should not be considered legal advice.

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FAQ

Purchase Securities means the Purchase Shares, the Purchase Warrants and the Class A Common Stock issuable upon exercise of the Purchase Warrants.

A stock purchase agreement is a two-party contract that dictates transactions around a company's shares. Stock purchase agreements are standard among small corporations; they provide capital while allowing business owners to retain a controlling interest.

A purchase agreement is the final document used to transfer a property from the seller to the buyer, while a purchase and sale agreement specifies the terms of the transaction. Parties will sign a purchase agreement after both parties have complied with the terms of the purchase and sale agreement.

Here are 11 things to include in a stock purchase agreement. Buyer and Seller Information. The stock purchase agreement opens with an introduction of the buyer and seller. ... Transaction Date and Time. ... Value of Shares. ... Number of Shares Being Sold. ... Representations and Warranties. ... Payment Terms. ... Due Diligence. ... Indemnification.

By Practical Law Corporate & Securities. A long-form agreement for the purchase and sale of preferred stock securities to be used in connection with a private equity transaction, such as a growth equity investment in a private corporation.

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