The New York Form — Stock Purchase Agreement for Strategic Investment Made at Time of Initial Public Offering is a legally binding document that outlines the terms and conditions of an investment made during the initial public offering (IPO) of a company's stock. This agreement is specific to strategic investments and is compliant with New York state laws and regulations. Key provisions included in the New York Form — Stock Purchase Agreement for Strategic Investment Made at Time of Initial Public Offering may include: 1. Parties Involved: This section identifies the parties involved in the agreement, including the strategic investor, the company going public, and any representatives or legal entities involved in the transaction. 2. Stock Purchase Details: The agreement outlines the number of shares being purchased by the strategic investor, the purchase price per share, and the total amount of the investment. It may also specify any conditions or restrictions on the stock purchase. 3. Anti-Dilution Provisions: This section may detail any anti-dilution measures to protect the strategic investor's investment from dilution caused by subsequent issuance of stock or securities by the company. 4. Representations and Warranties: Both parties provide representations and warranties to affirm the accuracy of the information presented, the authority to enter into the agreement, and compliance with relevant laws and regulations. 5. Conditions of Closing: This section outlines the conditions that must be met before the agreement can be finalized, including any regulatory or shareholder approvals, due diligence, or satisfactory documentation. 6. Termination and Remedies: In the event of a breach or failure to meet the agreed-upon conditions, this section describes the rights of each party to terminate the agreement or seek remedies for damages incurred. 7. Governing Law and Jurisdiction: The agreement specifies that New York state laws govern the interpretation, enforcement, and validity of the agreement, and it designates a specific jurisdiction for legal disputes or claims. Different types of New York Form — Stock Purchase Agreement for Strategic Investment Made at Time of Initial Public Offering may include variations based on the specific nature of the strategic investment, such as preferred stock purchase agreements, convertible stock purchase agreements, or agreements involving specific industries or sectors. Overall, the New York Form — Stock Purchase Agreement for Strategic Investment Made at Time of Initial Public Offering provides a comprehensive legal framework for strategic investments made during an IPO, protecting the interests of both the strategic investor and the company going public. It is crucial for all parties involved to carefully review and understand the terms and conditions before entering into such an agreement.