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

• Category: Corporations - Public
• State: Multi-State
• Control #: US-EG-9342
• Format: Word; Rich Text

Description

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. Title: Oregon Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers Introduction: The Oregon Sample Securities Purchase Agreement serves as a legally binding contract between GEN International, Inc. (the "Company") and the Purchaser(s) involved in the sale and purchase of securities. This comprehensive agreement outlines the terms, conditions, and responsibilities of both parties involved in the transaction. Below, we provide a detailed description of the agreement, highlighting key elements and legal requirements involved. 1. Parties Involved: The agreement begins by identifying the involved parties; GEN International, Inc. as the seller and the Purchasers as the potential buyers of the securities. The Purchasers could be individuals, entities, or institutional investors seeking to acquire securities as an investment in the Company. 2. Definitions and Interpretations: This section provides a clear understanding of the terms and phrases used throughout the agreement, ensuring a mutual understanding of their meaning between both parties. 3. Purchase of Securities: This section outlines the specifics of the securities being sold, such as the type and number of shares, their price, and any associated rights or privileges. It also highlights any conditions or restrictions on the sale and purchase process. 4. Representations and Warranties: Both the Company and the Purchasers provide representations and warranties. Here, the Company ensures the accuracy of the information provided regarding its operations, financial status, intellectual property, litigation, and other relevant aspects. Purchasers also make representations, including their ability to enter into the agreement. 5. Purchase Price and Payment Terms: This section defines how the purchase price will be determined and specifies the payment terms, i.e., whether it will be paid in cash, via wire transfer, or through other acceptable methods. It may also outline any installment plans or payment milestones. 6. Legal Compliance and Indemnification: The agreement includes acknowledgments and commitments from both parties to comply with all relevant laws, regulations, and stock exchange requirements. It further addresses indemnification provisions to protect one party from potential damages arising from breaches of the agreement. 7. Governing Law and Dispute Resolution: This section identifies the governing law of the agreement and lays out the process for resolving disputes, such as negotiation, mediation, or arbitration, prior to resorting to litigation. Types of Oregon Sample Securities Purchase Agreements: 1. Common Stock Purchase Agreement: This agreement is focused on the purchase of common stock, typically representing ownership and voting rights in the Company. 2. Preferred Stock Purchase Agreement: This agreement pertains to the acquisition of preferred stock, which offers certain rights and privileges not available to common stockholders, such as priority in dividends or liquidation proceeds. 3. Convertible Note Purchase Agreement: This agreement involves the purchase of convertible notes, which are debt instruments that can be converted into equity shares at a later stage. Conclusion: The Oregon Sample Securities Purchase Agreement is a crucial legal document that establishes the terms and conditions of purchasing securities between GEN International, Inc. and the Purchasers. Covering various aspects like purchase details, representations, and payment terms, this agreement aims to protect the rights of both parties involved in the transaction.

Title: Oregon Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers Introduction: The Oregon Sample Securities Purchase Agreement serves as a legally binding contract between GEN International, Inc. (the "Company") and the Purchaser(s) involved in the sale and purchase of securities. This comprehensive agreement outlines the terms, conditions, and responsibilities of both parties involved in the transaction. Below, we provide a detailed description of the agreement, highlighting key elements and legal requirements involved. 1. Parties Involved: The agreement begins by identifying the involved parties; GEN International, Inc. as the seller and the Purchasers as the potential buyers of the securities. The Purchasers could be individuals, entities, or institutional investors seeking to acquire securities as an investment in the Company. 2. Definitions and Interpretations: This section provides a clear understanding of the terms and phrases used throughout the agreement, ensuring a mutual understanding of their meaning between both parties. 3. Purchase of Securities: This section outlines the specifics of the securities being sold, such as the type and number of shares, their price, and any associated rights or privileges. It also highlights any conditions or restrictions on the sale and purchase process. 4. Representations and Warranties: Both the Company and the Purchasers provide representations and warranties. Here, the Company ensures the accuracy of the information provided regarding its operations, financial status, intellectual property, litigation, and other relevant aspects. Purchasers also make representations, including their ability to enter into the agreement. 5. Purchase Price and Payment Terms: This section defines how the purchase price will be determined and specifies the payment terms, i.e., whether it will be paid in cash, via wire transfer, or through other acceptable methods. It may also outline any installment plans or payment milestones. 6. Legal Compliance and Indemnification: The agreement includes acknowledgments and commitments from both parties to comply with all relevant laws, regulations, and stock exchange requirements. It further addresses indemnification provisions to protect one party from potential damages arising from breaches of the agreement. 7. Governing Law and Dispute Resolution: This section identifies the governing law of the agreement and lays out the process for resolving disputes, such as negotiation, mediation, or arbitration, prior to resorting to litigation. Types of Oregon Sample Securities Purchase Agreements: 1. Common Stock Purchase Agreement: This agreement is focused on the purchase of common stock, typically representing ownership and voting rights in the Company. 2. Preferred Stock Purchase Agreement: This agreement pertains to the acquisition of preferred stock, which offers certain rights and privileges not available to common stockholders, such as priority in dividends or liquidation proceeds. 3. Convertible Note Purchase Agreement: This agreement involves the purchase of convertible notes, which are debt instruments that can be converted into equity shares at a later stage. Conclusion: The Oregon Sample Securities Purchase Agreement is a crucial legal document that establishes the terms and conditions of purchasing securities between GEN International, Inc. and the Purchasers. Covering various aspects like purchase details, representations, and payment terms, this agreement aims to protect the rights of both parties involved in the transaction.