Rhode Island 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. Rhode Island Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Rhode Island Sample Purchase Agreement outlines the terms and conditions of a purchase transaction between Cell Pathways, Inc., a company engaged in the biotechnology sector, and two investment funds, MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. The agreement is designed to protect the rights and interests of all parties involved while facilitating a smooth and legally binding transaction. 1. Parties Involved: a. Cell Pathways, Inc.: A biotechnology company based in Rhode Island, engaged in the research, development, and commercialization of innovative medical technologies. b. MAS Funds Small Cap Value Portfolio: An investment fund specializing in small-cap value stocks, focused on delivering long-term capital appreciation to its investors. c. Van Kampen American Value Fund: A reputable investment fund that seeks to achieve capital appreciation through a diversified portfolio of American companies with strong growth potential. 2. Purchase Transaction: a. Nature of the Transaction: This purchase agreement entails the acquisition of a certain number of shares or ownership interest in Cell Pathways, Inc. b. Purchase Price: The parties agree upon a specific purchase price per share/ownership interest, which shall be paid as per the agreement's provisions. c. Consideration: The consideration for the purchase may involve cash payment, stock swap, or a combination of both, subject to mutual agreement. 3. Representations and Warranties: a. Cell Pathways, Inc. represents and warrants the following: — Legal Existence: It is a legally registered and validly existing company under the laws of Rhode Island. — Authority: It has the necessary corporate power and authority to enter into this agreement and perform its obligations. — Title and Ownership: It has marketable title to the shares/ownership interests being sold, free from any liens or encumbrances. — Consents and Approvals: The sale of shares/ownership interests does not violate any material agreements, contracts, or laws. b. Both MAS Fund Small Cap Value Portfolio and Van Kampen American Value Fund represent and warrant the following: — Legal Existence: They are legally registered and validly existing investment funds under relevant laws. — Authority: They have the necessary authority to enter into this agreement and perform their obligations. — Investment Capacity: They have sufficient funds and authority to make the purchase in accordance with applicable laws and regulations. 4. Conditions Precedent: The completion of the purchase transaction as contemplated under this agreement is subject to the fulfillment of certain conditions, including but not limited to: a. Obtaining all necessary third-party consents, approvals, and waivers. b. Conducting satisfactory due diligence on the part of the buyer funds. c. Execution of further definitive agreements, including a share purchase agreement, and obtaining all required regulatory clearances. 5. Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of Rhode Island. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the state and federal courts of Rhode Island. This Rhode Island Sample Purchase Agreement serves as a generic template for a purchase transaction between Cell Pathways, Inc. and investment funds such as MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. However, it is recommended to seek professional legal advice and customize the agreement based on the specific terms and conditions of the transaction contemplated.

Rhode Island Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Rhode Island Sample Purchase Agreement outlines the terms and conditions of a purchase transaction between Cell Pathways, Inc., a company engaged in the biotechnology sector, and two investment funds, MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. The agreement is designed to protect the rights and interests of all parties involved while facilitating a smooth and legally binding transaction. 1. Parties Involved: a. Cell Pathways, Inc.: A biotechnology company based in Rhode Island, engaged in the research, development, and commercialization of innovative medical technologies. b. MAS Funds Small Cap Value Portfolio: An investment fund specializing in small-cap value stocks, focused on delivering long-term capital appreciation to its investors. c. Van Kampen American Value Fund: A reputable investment fund that seeks to achieve capital appreciation through a diversified portfolio of American companies with strong growth potential. 2. Purchase Transaction: a. Nature of the Transaction: This purchase agreement entails the acquisition of a certain number of shares or ownership interest in Cell Pathways, Inc. b. Purchase Price: The parties agree upon a specific purchase price per share/ownership interest, which shall be paid as per the agreement's provisions. c. Consideration: The consideration for the purchase may involve cash payment, stock swap, or a combination of both, subject to mutual agreement. 3. Representations and Warranties: a. Cell Pathways, Inc. represents and warrants the following: — Legal Existence: It is a legally registered and validly existing company under the laws of Rhode Island. — Authority: It has the necessary corporate power and authority to enter into this agreement and perform its obligations. — Title and Ownership: It has marketable title to the shares/ownership interests being sold, free from any liens or encumbrances. — Consents and Approvals: The sale of shares/ownership interests does not violate any material agreements, contracts, or laws. b. Both MAS Fund Small Cap Value Portfolio and Van Kampen American Value Fund represent and warrant the following: — Legal Existence: They are legally registered and validly existing investment funds under relevant laws. — Authority: They have the necessary authority to enter into this agreement and perform their obligations. — Investment Capacity: They have sufficient funds and authority to make the purchase in accordance with applicable laws and regulations. 4. Conditions Precedent: The completion of the purchase transaction as contemplated under this agreement is subject to the fulfillment of certain conditions, including but not limited to: a. Obtaining all necessary third-party consents, approvals, and waivers. b. Conducting satisfactory due diligence on the part of the buyer funds. c. Execution of further definitive agreements, including a share purchase agreement, and obtaining all required regulatory clearances. 5. Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of Rhode Island. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the state and federal courts of Rhode Island. This Rhode Island Sample Purchase Agreement serves as a generic template for a purchase transaction between Cell Pathways, Inc. and investment funds such as MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. However, it is recommended to seek professional legal advice and customize the agreement based on the specific terms and conditions of the transaction contemplated.