Rhode Island Sample Common Shares Purchase Agreement between Visible Genetics, Inc. and Investors

• Category: Corporations - Public
• State: Multi-State
• Control #: US-EG-9208
• Format: Word; Rich Text

Description

Common Shares Purchase Agreement of Visible Genetics, Inc. regarding the sale and purchase of common shares dated December 14, 1999. 26 pages. A Sample Common Shares Purchase Agreement, specific to Rhode Island, between Visible Genetics, Inc. and Investors is a legally binding document that outlines the terms and conditions of a stock purchase transaction. This agreement is designed to protect the rights and interests of both parties involved in the purchase and sale of common shares in Visible Genetics, Inc. The Rhode Island Sample Common Shares Purchase Agreement includes several key elements: 1. Parties Involved: The agreement clearly identifies Visible Genetics, Inc. as the issuing company and the investors who are purchasing the common shares. It establishes their legal identities and roles in the transaction. 2. Purchase Price and Consideration: This section outlines the purchase price per share and the total consideration to be paid by the investors to Visible Genetics, Inc. It may also include provisions for payment methods, payment schedule, and any additional considerations, like non-cash assets or services. 3. Conditions Precedent: This clause details any conditions or requirements that must be met before the shares can be purchased. It may include regulatory approvals, third-party consents, or any other material conditions that need to be satisfied by either party. 4. Representations and Warranties: Both parties provide a series of representations and warranties, ensuring the accuracy of the information disclosed during the transaction. These assurances cover various aspects, including the authority and capacity to enter into the agreement, financial statements, intellectual property rights, compliance with laws and regulations, absence of litigation, and more. 5. Covenants: This section includes obligations and promises made by both Visible Genetics, Inc. and the investors, which they must abide by during and after the transaction. These covenants may include restrictions on share transfers, non-compete agreements, confidentiality obligations, and information sharing requirements. 6. Indemnification: The agreement typically outlines the rights and obligations of both parties regarding indemnification for any losses, damages, costs, or liabilities arising from the purchase or any breach of the agreement. It defines the scope of indemnification and the procedures for making claims. 7. Governing Law and Jurisdiction: This clause specifies that the agreement is governed by Rhode Island law. It identifies the state's courts as the exclusive jurisdiction for any disputes arising from the agreement. Other types of Rhode Island Sample Common Shares Purchase Agreements between Visible Genetics, Inc. and Investors may include variations based on factors like the number of shares being purchased, the timing of the purchase, or specific clauses tailored to address unique circumstances. For example, there could be separate agreements for primary offerings, secondary offerings, or agreements specific to different classes of common shares. These variations would be designed to cater to specific investor requirements and legal considerations.

A Sample Common Shares Purchase Agreement, specific to Rhode Island, between Visible Genetics, Inc. and Investors is a legally binding document that outlines the terms and conditions of a stock purchase transaction. This agreement is designed to protect the rights and interests of both parties involved in the purchase and sale of common shares in Visible Genetics, Inc. The Rhode Island Sample Common Shares Purchase Agreement includes several key elements: 1. Parties Involved: The agreement clearly identifies Visible Genetics, Inc. as the issuing company and the investors who are purchasing the common shares. It establishes their legal identities and roles in the transaction. 2. Purchase Price and Consideration: This section outlines the purchase price per share and the total consideration to be paid by the investors to Visible Genetics, Inc. It may also include provisions for payment methods, payment schedule, and any additional considerations, like non-cash assets or services. 3. Conditions Precedent: This clause details any conditions or requirements that must be met before the shares can be purchased. It may include regulatory approvals, third-party consents, or any other material conditions that need to be satisfied by either party. 4. Representations and Warranties: Both parties provide a series of representations and warranties, ensuring the accuracy of the information disclosed during the transaction. These assurances cover various aspects, including the authority and capacity to enter into the agreement, financial statements, intellectual property rights, compliance with laws and regulations, absence of litigation, and more. 5. Covenants: This section includes obligations and promises made by both Visible Genetics, Inc. and the investors, which they must abide by during and after the transaction. These covenants may include restrictions on share transfers, non-compete agreements, confidentiality obligations, and information sharing requirements. 6. Indemnification: The agreement typically outlines the rights and obligations of both parties regarding indemnification for any losses, damages, costs, or liabilities arising from the purchase or any breach of the agreement. It defines the scope of indemnification and the procedures for making claims. 7. Governing Law and Jurisdiction: This clause specifies that the agreement is governed by Rhode Island law. It identifies the state's courts as the exclusive jurisdiction for any disputes arising from the agreement. Other types of Rhode Island Sample Common Shares Purchase Agreements between Visible Genetics, Inc. and Investors may include variations based on factors like the number of shares being purchased, the timing of the purchase, or specific clauses tailored to address unique circumstances. For example, there could be separate agreements for primary offerings, secondary offerings, or agreements specific to different classes of common shares. These variations would be designed to cater to specific investor requirements and legal considerations.