Common Shares Purchase Agreement of Visible Genetics, Inc. regarding the sale and purchase of common shares dated December 14, 1999. 26 pages.
Nebraska Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: The Nebraska Sample Common Shares Purchase Agreement is a legally binding document that establishes the terms and conditions governing the purchase of common shares in Visible Genetics, Inc. by investors. Visible Genetics, Inc. is a renowned biotechnology company engaged in the development and commercialization of genetic diagnostic products. This agreement outlines the rights, responsibilities, and obligations of both Visible Genetics, Inc. and the investors, ensuring a transparent and mutually beneficial investment arrangement. Key Provisions: 1. Parties involved: The agreement identifies Visible Genetics, Inc. as the issuer of the common shares and the investors as the purchasers. It contains provisions that describe the relationship between the parties and their respective representations and warranties. 2. Purchase and Sale of Common Shares: This section specifies the number of common shares to be purchased by the investors, the purchase price, and the payment terms. It may also outline any conditions precedent to the completion of the transaction. 3. Representations and Warranties: Visible Genetics, Inc. provides various representations and warranties regarding its business, ownership of shares, financial position, compliance with laws, and intellectual property rights. These representations and warranties assure investors of the company's credibility and help mitigate risks. 4. Conditions Precedent: The agreement may require the satisfaction of certain conditions before the completion of the purchase, such as obtaining necessary approvals from regulatory authorities or third parties. 5. Covenants: This section outlines the ongoing obligations and restrictions on Visible Genetics, Inc. and the investors. It may include non-disclosure and non-compete clauses, the prohibition of share transfers without consent, and requirements for the provision of financial information by the company. 6. Indemnification and Liability: The agreement may include provisions for the indemnification of the parties in case of any breach of the agreement, misrepresentation, or violation of applicable laws. It may also discuss the limitation of liability in certain circumstances. Types of Nebraska Sample Common Shares Purchase Agreement: 1. Series A Preferred Shares Purchase Agreement: In cases where Visible Genetics, Inc. issues preferred shares, such as Series A Preferred Shares, a separate purchase agreement would be required. This agreement would include provisions specific to the preferred shares, such as dividend preferences, conversion rights, and liquidation preferences. 2. Restricted Shares Purchase Agreement: If the common shares being purchased by the investors are subject to certain restrictions on transferability, a restricted share purchase agreement may be utilized. This agreement would outline the transfer restrictions and conditions under which the restrictions can be lifted or modified. Conclusion: The Nebraska Sample Common Shares Purchase Agreement serves as an important legal document in the investment process between Visible Genetics, Inc. and investors. It establishes the terms and conditions of the purchase, protects both parties' interests, and ensures a transparent and fair investment transaction. Different types of purchase agreements, such as Series A Preferred Shares Purchase Agreement or Restricted Shares Purchase Agreement, may be utilized depending on the specific characteristics of the shares being purchased.
Nebraska Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors Introduction: The Nebraska Sample Common Shares Purchase Agreement is a legally binding document that establishes the terms and conditions governing the purchase of common shares in Visible Genetics, Inc. by investors. Visible Genetics, Inc. is a renowned biotechnology company engaged in the development and commercialization of genetic diagnostic products. This agreement outlines the rights, responsibilities, and obligations of both Visible Genetics, Inc. and the investors, ensuring a transparent and mutually beneficial investment arrangement. Key Provisions: 1. Parties involved: The agreement identifies Visible Genetics, Inc. as the issuer of the common shares and the investors as the purchasers. It contains provisions that describe the relationship between the parties and their respective representations and warranties. 2. Purchase and Sale of Common Shares: This section specifies the number of common shares to be purchased by the investors, the purchase price, and the payment terms. It may also outline any conditions precedent to the completion of the transaction. 3. Representations and Warranties: Visible Genetics, Inc. provides various representations and warranties regarding its business, ownership of shares, financial position, compliance with laws, and intellectual property rights. These representations and warranties assure investors of the company's credibility and help mitigate risks. 4. Conditions Precedent: The agreement may require the satisfaction of certain conditions before the completion of the purchase, such as obtaining necessary approvals from regulatory authorities or third parties. 5. Covenants: This section outlines the ongoing obligations and restrictions on Visible Genetics, Inc. and the investors. It may include non-disclosure and non-compete clauses, the prohibition of share transfers without consent, and requirements for the provision of financial information by the company. 6. Indemnification and Liability: The agreement may include provisions for the indemnification of the parties in case of any breach of the agreement, misrepresentation, or violation of applicable laws. It may also discuss the limitation of liability in certain circumstances. Types of Nebraska Sample Common Shares Purchase Agreement: 1. Series A Preferred Shares Purchase Agreement: In cases where Visible Genetics, Inc. issues preferred shares, such as Series A Preferred Shares, a separate purchase agreement would be required. This agreement would include provisions specific to the preferred shares, such as dividend preferences, conversion rights, and liquidation preferences. 2. Restricted Shares Purchase Agreement: If the common shares being purchased by the investors are subject to certain restrictions on transferability, a restricted share purchase agreement may be utilized. This agreement would outline the transfer restrictions and conditions under which the restrictions can be lifted or modified. Conclusion: The Nebraska Sample Common Shares Purchase Agreement serves as an important legal document in the investment process between Visible Genetics, Inc. and investors. It establishes the terms and conditions of the purchase, protects both parties' interests, and ensures a transparent and fair investment transaction. Different types of purchase agreements, such as Series A Preferred Shares Purchase Agreement or Restricted Shares Purchase Agreement, may be utilized depending on the specific characteristics of the shares being purchased.