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.
New Jersey Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund This New Jersey Sample Purchase Agreement is entered into between Cell Pathways, Inc., a leading biotechnology company specializing in cancer treatments, and two prominent investment funds, MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. This agreement outlines the terms and conditions under which the investment funds will purchase a specified number of shares from Cell Pathways, Inc. Keywords: New Jersey, Sample Purchase Agreement, Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund, biotechnology company, cancer treatments, investment funds, shares. 1. Agreement Overview: This section provides an introduction to the New Jersey Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It emphasizes the purpose of the agreement and the parties involved. 2. Parties to the Agreement: This section details the involved parties, describing Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It highlights their backgrounds, expertise, and investment objectives. 3. Purchase of Shares: This section outlines the terms and conditions of the share purchase. It specifies the number of shares to be acquired by the investment funds, the purchase price, the payment schedule, and any relevant provisions related to the purchase of shares. 4. Representations and Warranties: In this section, both parties make various representations and warranties concerning their authority, financial stability, and compliance with laws and regulations. It ensures transparency and trust between Cell Pathways, Inc. and the investment funds. 5. Covenants and Obligations: This section spells out the ongoing obligations and covenants of the parties, such as confidentiality, non-solicitation, and non-competition clauses. It ensures the protection of business interests and fosters a mutually beneficial relationship. 6. Closing Conditions: Here, the conditions and requirements for the closing of the share purchase agreement are specified. It covers matters such as necessary regulatory approvals, third-party consents, and other legal prerequisites that need to be fulfilled. 7. Indemnification and Limitations of Liability: In this section, the parties outline their respective indemnification obligations and limitations of liability. It safeguards both parties against potential losses or claims arising from the execution of the agreement. 8. Governing Law and Dispute Resolution: The governing law of New Jersey is assigned to the agreement, and dispute resolution mechanisms are established to handle any potential conflicts between the parties. This section ensures a defined legal framework for resolving disputes. Different Types: 1. New Jersey Sample Purchase Agreement for Stock Acquisition: If the investment funds aim to acquire a controlling interest or a majority stake in Cell Pathways, Inc., a specific type of purchase agreement can be tailored for stock acquisition. It would include provisions related to corporate governance, board representation, and decision-making authority. 2. New Jersey Sample Purchase Agreement for Asset Acquisition: In case the investment funds wish to acquire specific assets or divisions of Cell Pathways, Inc., a different purchase agreement can be drafted, focusing on the transfer of assets, associated liabilities, intellectual property rights, and related considerations. Note: The actual content and terms of the New Jersey Sample Purchase Agreement will depend on the specific circumstances and negotiations between the parties involved. The outlined keywords and sections aim to provide a comprehensive overview of the document's potential content, but customization is necessary to meet the particular requirements of Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund.
New Jersey Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund This New Jersey Sample Purchase Agreement is entered into between Cell Pathways, Inc., a leading biotechnology company specializing in cancer treatments, and two prominent investment funds, MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. This agreement outlines the terms and conditions under which the investment funds will purchase a specified number of shares from Cell Pathways, Inc. Keywords: New Jersey, Sample Purchase Agreement, Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund, biotechnology company, cancer treatments, investment funds, shares. 1. Agreement Overview: This section provides an introduction to the New Jersey Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It emphasizes the purpose of the agreement and the parties involved. 2. Parties to the Agreement: This section details the involved parties, describing Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It highlights their backgrounds, expertise, and investment objectives. 3. Purchase of Shares: This section outlines the terms and conditions of the share purchase. It specifies the number of shares to be acquired by the investment funds, the purchase price, the payment schedule, and any relevant provisions related to the purchase of shares. 4. Representations and Warranties: In this section, both parties make various representations and warranties concerning their authority, financial stability, and compliance with laws and regulations. It ensures transparency and trust between Cell Pathways, Inc. and the investment funds. 5. Covenants and Obligations: This section spells out the ongoing obligations and covenants of the parties, such as confidentiality, non-solicitation, and non-competition clauses. It ensures the protection of business interests and fosters a mutually beneficial relationship. 6. Closing Conditions: Here, the conditions and requirements for the closing of the share purchase agreement are specified. It covers matters such as necessary regulatory approvals, third-party consents, and other legal prerequisites that need to be fulfilled. 7. Indemnification and Limitations of Liability: In this section, the parties outline their respective indemnification obligations and limitations of liability. It safeguards both parties against potential losses or claims arising from the execution of the agreement. 8. Governing Law and Dispute Resolution: The governing law of New Jersey is assigned to the agreement, and dispute resolution mechanisms are established to handle any potential conflicts between the parties. This section ensures a defined legal framework for resolving disputes. Different Types: 1. New Jersey Sample Purchase Agreement for Stock Acquisition: If the investment funds aim to acquire a controlling interest or a majority stake in Cell Pathways, Inc., a specific type of purchase agreement can be tailored for stock acquisition. It would include provisions related to corporate governance, board representation, and decision-making authority. 2. New Jersey Sample Purchase Agreement for Asset Acquisition: In case the investment funds wish to acquire specific assets or divisions of Cell Pathways, Inc., a different purchase agreement can be drafted, focusing on the transfer of assets, associated liabilities, intellectual property rights, and related considerations. Note: The actual content and terms of the New Jersey Sample Purchase Agreement will depend on the specific circumstances and negotiations between the parties involved. The outlined keywords and sections aim to provide a comprehensive overview of the document's potential content, but customization is necessary to meet the particular requirements of Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund.