Washington 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: Washington Sample Securities Purchase Agreement: GEN International, Inc. and Purchasers Introduction: The Washington Sample Securities Purchase Agreement provides a legal framework for the purchase of securities between GEN International, Inc. (referred to as the "Company") and Purchasers. This comprehensive agreement outlines the terms, conditions, and rights associated with the purchase of securities, fostering transparency and protecting the interests of parties involved. The agreement ensures compliance with Washington state laws and serves as a reference for various types of securities purchase agreements. Key Content Sections: 1. Parties' Information: The agreement starts by identifying the parties involved, including the Company and the Purchasers. Their registered addresses and relevant contact details are clearly noted. 2. Definitions: This section outlines key terms and their corresponding meanings, ensuring clarity in the interpretation of the agreement. 3. Purchase and Sale of Securities: This section specifies the type of securities being purchased (e.g., common stock, preferred stock), along with the purchase price per security and the total consideration. It includes terms related to payment, closing conditions, and delivery of the securities. 4. Representations and Warranties: Both parties provide certain assurances about their legal authority, ownership, and other relevant aspects. These representations and warranties ensure the transparency and legitimacy of the transaction. 5. Covenants: This section outlines the obligations and commitments of the Company and the Purchasers during and after the transaction, covering areas such as financial information sharing, regulatory compliance, and non-compete clauses. 6. Indemnification: The agreement details the procedures for indemnifying parties against losses, damages, or liabilities arising from breaches of the agreement or legal issues concerning the securities. 7. Governing Law and Dispute Resolution: This section specifies that the agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. It also outlines the preferred methods for resolving disputes, such as negotiation, mediation, or arbitration. 8. Termination: The conditions under which the agreement may be terminated by either party are clearly specified, including default scenarios, breach consequences, or mutual agreement. Types of Washington Sample Securities Purchase Agreements between GEN International, Inc. and Purchasers: 1. Common Stock Securities Purchase Agreement: This agreement outlines the purchase and sale terms for the Company's common stock, which represents ownership in the company and typically carries voting rights. 2. Preferred Stock Securities Purchase Agreement: This agreement specifically covers the purchase and sale of preferred stock, which grants certain preferential rights to the shareholders compared to common stockholders, such as priority in dividend payments. 3. Convertible Securities Purchase Agreement: This type of agreement delineates the terms and conditions for the purchase of securities that can be converted into another form (e.g., common stock) at a later date. It captures the potential conversion ratios and conditions that trigger the conversion. Conclusion: The Washington Sample Securities Purchase Agreement serves as an important legal document governing the purchase and sale of securities between GEN International, Inc. and Purchasers. It ensures that the transaction is carried out according to Washington state regulations, safeguarding the rights and interests of all parties involved. Different variations, such as Common Stock Securities Purchase Agreement, Preferred Stock Securities Purchase Agreement, and Convertible Securities Purchase Agreement, cater to various types of securities being exchanged, fostering clarity and specificity in the agreement.

Title: Washington Sample Securities Purchase Agreement: GEN International, Inc. and Purchasers Introduction: The Washington Sample Securities Purchase Agreement provides a legal framework for the purchase of securities between GEN International, Inc. (referred to as the "Company") and Purchasers. This comprehensive agreement outlines the terms, conditions, and rights associated with the purchase of securities, fostering transparency and protecting the interests of parties involved. The agreement ensures compliance with Washington state laws and serves as a reference for various types of securities purchase agreements. Key Content Sections: 1. Parties' Information: The agreement starts by identifying the parties involved, including the Company and the Purchasers. Their registered addresses and relevant contact details are clearly noted. 2. Definitions: This section outlines key terms and their corresponding meanings, ensuring clarity in the interpretation of the agreement. 3. Purchase and Sale of Securities: This section specifies the type of securities being purchased (e.g., common stock, preferred stock), along with the purchase price per security and the total consideration. It includes terms related to payment, closing conditions, and delivery of the securities. 4. Representations and Warranties: Both parties provide certain assurances about their legal authority, ownership, and other relevant aspects. These representations and warranties ensure the transparency and legitimacy of the transaction. 5. Covenants: This section outlines the obligations and commitments of the Company and the Purchasers during and after the transaction, covering areas such as financial information sharing, regulatory compliance, and non-compete clauses. 6. Indemnification: The agreement details the procedures for indemnifying parties against losses, damages, or liabilities arising from breaches of the agreement or legal issues concerning the securities. 7. Governing Law and Dispute Resolution: This section specifies that the agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. It also outlines the preferred methods for resolving disputes, such as negotiation, mediation, or arbitration. 8. Termination: The conditions under which the agreement may be terminated by either party are clearly specified, including default scenarios, breach consequences, or mutual agreement. Types of Washington Sample Securities Purchase Agreements between GEN International, Inc. and Purchasers: 1. Common Stock Securities Purchase Agreement: This agreement outlines the purchase and sale terms for the Company's common stock, which represents ownership in the company and typically carries voting rights. 2. Preferred Stock Securities Purchase Agreement: This agreement specifically covers the purchase and sale of preferred stock, which grants certain preferential rights to the shareholders compared to common stockholders, such as priority in dividend payments. 3. Convertible Securities Purchase Agreement: This type of agreement delineates the terms and conditions for the purchase of securities that can be converted into another form (e.g., common stock) at a later date. It captures the potential conversion ratios and conditions that trigger the conversion. Conclusion: The Washington Sample Securities Purchase Agreement serves as an important legal document governing the purchase and sale of securities between GEN International, Inc. and Purchasers. It ensures that the transaction is carried out according to Washington state regulations, safeguarding the rights and interests of all parties involved. Different variations, such as Common Stock Securities Purchase Agreement, Preferred Stock Securities Purchase Agreement, and Convertible Securities Purchase Agreement, cater to various types of securities being exchanged, fostering clarity and specificity in the agreement.