Utah 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. Utah Sample Securities Purchase Agreement is a legally binding document that outlines the terms and conditions of a securities purchase between GEN International, Inc. (the "Company") and the Purchasers. This agreement serves as a comprehensive guide for both parties involved in the transaction and ensures transparency and protection of their rights and interests. The Utah Sample Securities Purchase Agreement includes various sections that cover essential details such as the parties involved, purchase price, payment terms, closing conditions, representations and warranties, covenants, indemnification, and governing law. In this agreement, GEN International, Inc. is referred to as the "Company" and the purchasers are individuals or entities interested in acquiring the securities. The agreement may have different types, such as common stock purchase agreements, preferred stock purchase agreements, or convertible note purchase agreements, depending on the specific type of securities being purchased. Key terms and clauses in the Utah Sample Securities Purchase Agreement may include: 1. Purchase Price: This section outlines the total consideration to be paid by the purchaser for the securities. It specifies the currency, mode of payment, and any adjustments or contingencies related to the purchase price. 2. Closing Conditions: This section enlists the conditions that must be satisfied by both parties before the transaction can be considered complete. It covers prerequisites such as regulatory approvals, consents, and any third-party obligations. 3. Representations and Warranties: The agreement includes representations and warranties made by the Company regarding its financial condition, ownership of securities, legal compliance, and intellectual property rights. These ensure that the Company provides accurate information to the purchasers. 4. Covenants: This section outlines the obligations of both parties, including restrictions on the Company's actions during the purchase process, such as limitations on raising additional capital or entering into competitive agreements. 5. Closing and Post-Closing: Describes the procedures and timeline for the closing of the transaction and subsequent rights and responsibilities of the parties after the purchase is complete, including any post-closing obligations, payouts, or adjustments. 6. Indemnification: This clause states the rights and obligations of the parties regarding indemnification for any losses, damages, or liabilities arising from a breach of the agreement or misrepresentation. 7. Governing Law: Specifies that the agreement will be governed by the laws of the state of Utah, ensuring consistency and clarity in legal interpretation and dispute resolution. Utah Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers can take many forms depending on the specific financial instruments being purchased. The agreement will differ based on whether the purchasers are acquiring common stock, preferred stock, or convertible notes. Each type of agreement will vary in terms of specific provisions, such as liquidation preferences, conversion rights, or anti-dilution protections. Overall, the Utah Sample Securities Purchase Agreement serves as a crucial document that establishes the terms and conditions of a securities purchase between GEN International, Inc. and the purchasers, ensuring a smooth and legally sound transaction.

Utah Sample Securities Purchase Agreement is a legally binding document that outlines the terms and conditions of a securities purchase between GEN International, Inc. (the "Company") and the Purchasers. This agreement serves as a comprehensive guide for both parties involved in the transaction and ensures transparency and protection of their rights and interests. The Utah Sample Securities Purchase Agreement includes various sections that cover essential details such as the parties involved, purchase price, payment terms, closing conditions, representations and warranties, covenants, indemnification, and governing law. In this agreement, GEN International, Inc. is referred to as the "Company" and the purchasers are individuals or entities interested in acquiring the securities. The agreement may have different types, such as common stock purchase agreements, preferred stock purchase agreements, or convertible note purchase agreements, depending on the specific type of securities being purchased. Key terms and clauses in the Utah Sample Securities Purchase Agreement may include: 1. Purchase Price: This section outlines the total consideration to be paid by the purchaser for the securities. It specifies the currency, mode of payment, and any adjustments or contingencies related to the purchase price. 2. Closing Conditions: This section enlists the conditions that must be satisfied by both parties before the transaction can be considered complete. It covers prerequisites such as regulatory approvals, consents, and any third-party obligations. 3. Representations and Warranties: The agreement includes representations and warranties made by the Company regarding its financial condition, ownership of securities, legal compliance, and intellectual property rights. These ensure that the Company provides accurate information to the purchasers. 4. Covenants: This section outlines the obligations of both parties, including restrictions on the Company's actions during the purchase process, such as limitations on raising additional capital or entering into competitive agreements. 5. Closing and Post-Closing: Describes the procedures and timeline for the closing of the transaction and subsequent rights and responsibilities of the parties after the purchase is complete, including any post-closing obligations, payouts, or adjustments. 6. Indemnification: This clause states the rights and obligations of the parties regarding indemnification for any losses, damages, or liabilities arising from a breach of the agreement or misrepresentation. 7. Governing Law: Specifies that the agreement will be governed by the laws of the state of Utah, ensuring consistency and clarity in legal interpretation and dispute resolution. Utah Sample Securities Purchase Agreement between GEN International, Inc. and Purchasers can take many forms depending on the specific financial instruments being purchased. The agreement will differ based on whether the purchasers are acquiring common stock, preferred stock, or convertible notes. Each type of agreement will vary in terms of specific provisions, such as liquidation preferences, conversion rights, or anti-dilution protections. Overall, the Utah Sample Securities Purchase Agreement serves as a crucial document that establishes the terms and conditions of a securities purchase between GEN International, Inc. and the purchasers, ensuring a smooth and legally sound transaction.