Ohio Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9170
• Format: Word; Rich Text

Description

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. Ohio Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund Introduction This Ohio Sample Purchase Agreement outlines the terms and conditions of a business transaction between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. This agreement serves as a legally binding contract to govern the sale and purchase of assets or shares between the parties involved. 1. Parties and Background 1.1 Cell Pathways, Inc. — [Keywords: Company, Corporation, Delaware, Healthcare, Biotechnology] — Cell Pathways, Inc. is a reputable Delaware-based biotechnology company with a focus on developing innovative healthcare solutions. 1.2 MAS Funds Small Cap Value Portfolio — [Keywords: Investment, Portfolio, Hedge Fund, Asset Management] — MAS Funds Small Cap Value Portfolio is an investment portfolio managed by a well-established hedge fund firm specializing in small-cap value stocks. 1.3 Van Kampen American Value Fund — [Keywords: Mutual Fund, Investment, Portfolio, Asset Management] — Van Kampen American Value Fund is a renowned mutual fund that offers investment options in various sectors, aiming to provide long-term capital appreciation to its investors. 2. Purpose of the Agreement — The purpose of this agreement is to facilitate the purchase and sale of assets or shares between Cell Pathways, Inc. and the investment funds mentioned above. The agreement defines the rights, obligations, and responsibilities of each party throughout the transaction process. 3. Purchase Terms and Conditions 3.1 Type of Transaction — [Keywords: Asset Purchase, Share Purchase, Acquisition] — This sample agreement allows for both asset purchase (specific assets of Cell Pathways, Inc.) and share purchase (equity ownership in Cell Pathways, Inc.) options. Parties may choose the specific type of transaction applicable to their needs. 3.2 Purchase Price and Payment Terms — [Keywords: Consideration, Payment, Purchase Price, Assets, Stock] — The agreement details the agreed-upon purchase price, which may be a fixed amount, variable, or contingent upon certain milestones or conditions. Payment terms, including any down payments, installments, or escrow arrangements, are also defined. 3.3 Closing and Delivery — [Keywords: Closing Date, Delivery, Documentation] — The agreement specifies the closing date, the time when the transfer of ownership takes place. The parties agree on the required documentation to effectuate the transfer and delivery of assets or shares. 4. Representations and Warranties — [Keywords: Legal Compliance, Accuracy, Truthfulness, Disclosure, Due Diligence] — This section outlines the representations and warranties made by each party. It covers aspects such as the accuracy of provided information, legal compliance, and the absence of undisclosed liabilities. Parties will perform appropriate due diligence to ensure the validity of these statements. 5. Indemnification and Limitations of Liability — [Keywords: Indemnify, Compensation, Damages, Liability] — Indemnification provisions safeguard the parties in case of any losses, damages, or liabilities arising due to breaches of the agreement. The agreement also sets limits to liability and outlines circumstances that exclude indemnification. 6. Confidentiality and Non-Disclosure — [Keywords: Confidential Information, Non-Disclosure Agreement, Trade Secrets] — Parties agree to maintain confidentiality and non-disclosure of sensitive information obtained during the transaction process. This section ensures the protection of trade secrets and proprietary information. 7. Governing Law and Dispute Resolution — [Keywords: Jurisdiction, Venue, Mediation, Arbitration] — The agreement determines the governing law of Ohio and provides guidelines for dispute resolution. Parties may choose mediation or arbitration before resorting to litigation. Conclusion This Ohio Sample Purchase Agreement serves as a comprehensive legal document capturing the key terms and conditions required for a buy-side transaction between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It ensures a transparent and well-defined process, protecting the interests of all parties involved.

Ohio Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund Introduction This Ohio Sample Purchase Agreement outlines the terms and conditions of a business transaction between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. This agreement serves as a legally binding contract to govern the sale and purchase of assets or shares between the parties involved. 1. Parties and Background 1.1 Cell Pathways, Inc. — [Keywords: Company, Corporation, Delaware, Healthcare, Biotechnology] — Cell Pathways, Inc. is a reputable Delaware-based biotechnology company with a focus on developing innovative healthcare solutions. 1.2 MAS Funds Small Cap Value Portfolio — [Keywords: Investment, Portfolio, Hedge Fund, Asset Management] — MAS Funds Small Cap Value Portfolio is an investment portfolio managed by a well-established hedge fund firm specializing in small-cap value stocks. 1.3 Van Kampen American Value Fund — [Keywords: Mutual Fund, Investment, Portfolio, Asset Management] — Van Kampen American Value Fund is a renowned mutual fund that offers investment options in various sectors, aiming to provide long-term capital appreciation to its investors. 2. Purpose of the Agreement — The purpose of this agreement is to facilitate the purchase and sale of assets or shares between Cell Pathways, Inc. and the investment funds mentioned above. The agreement defines the rights, obligations, and responsibilities of each party throughout the transaction process. 3. Purchase Terms and Conditions 3.1 Type of Transaction — [Keywords: Asset Purchase, Share Purchase, Acquisition] — This sample agreement allows for both asset purchase (specific assets of Cell Pathways, Inc.) and share purchase (equity ownership in Cell Pathways, Inc.) options. Parties may choose the specific type of transaction applicable to their needs. 3.2 Purchase Price and Payment Terms — [Keywords: Consideration, Payment, Purchase Price, Assets, Stock] — The agreement details the agreed-upon purchase price, which may be a fixed amount, variable, or contingent upon certain milestones or conditions. Payment terms, including any down payments, installments, or escrow arrangements, are also defined. 3.3 Closing and Delivery — [Keywords: Closing Date, Delivery, Documentation] — The agreement specifies the closing date, the time when the transfer of ownership takes place. The parties agree on the required documentation to effectuate the transfer and delivery of assets or shares. 4. Representations and Warranties — [Keywords: Legal Compliance, Accuracy, Truthfulness, Disclosure, Due Diligence] — This section outlines the representations and warranties made by each party. It covers aspects such as the accuracy of provided information, legal compliance, and the absence of undisclosed liabilities. Parties will perform appropriate due diligence to ensure the validity of these statements. 5. Indemnification and Limitations of Liability — [Keywords: Indemnify, Compensation, Damages, Liability] — Indemnification provisions safeguard the parties in case of any losses, damages, or liabilities arising due to breaches of the agreement. The agreement also sets limits to liability and outlines circumstances that exclude indemnification. 6. Confidentiality and Non-Disclosure — [Keywords: Confidential Information, Non-Disclosure Agreement, Trade Secrets] — Parties agree to maintain confidentiality and non-disclosure of sensitive information obtained during the transaction process. This section ensures the protection of trade secrets and proprietary information. 7. Governing Law and Dispute Resolution — [Keywords: Jurisdiction, Venue, Mediation, Arbitration] — The agreement determines the governing law of Ohio and provides guidelines for dispute resolution. Parties may choose mediation or arbitration before resorting to litigation. Conclusion This Ohio Sample Purchase Agreement serves as a comprehensive legal document capturing the key terms and conditions required for a buy-side transaction between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It ensures a transparent and well-defined process, protecting the interests of all parties involved.