Harris Texas Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al.

• Category: Corporations - Public - Stock Purchase Sample
• State: Multi-State
• County: Harris
• Control #: US-EG-9019
• Format: Word

Description

Common Stock Purch. Agr. btwn Immunomedics, Aries Domestic Fund, Aries Master Fund, et al., dated Dec. 14, 1999. 26 pages Title: Comprehensive Overview of Harris Texas Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al. Introduction: The Harris Texas Sample Common Stock Purchase Agreement serves as a legally binding contract between Immunomedics (the "Company") and Aries Domestic Fund, Aries Master Fund, and other involved parties (the "Investors"). This agreement outlines the terms and conditions under which the Investors will purchase a specific number of common stock shares issued by Immunomedics. Developed for Harris Texas, this agreement functions to safeguard the interests of both parties and establish a clear framework for the stock purchase transaction. Key Elements of Harris Texas Sample Common Stock Purchase Agreement: 1. Parties Involved: a. Immunomedics: The issuing company. b. Aries Domestic Fund: One of the Investor entities. c. Aries Master Fund: Another Investor entity. d. Et al.: Additional parties included in the agreement. 2. Stock Purchase Terms: The agreement details the precise terms of the stock purchase, including the number of shares to be purchased, the purchase price per share, the total consideration, and any future provisions for adjustments. 3. Representations and Warranties: Both Immunomedics and the Investors provide representations and warranties to ensure the accuracy and completeness of information, financials, and legal compliance. This section aims to protect the parties involved from any misrepresentations or non-disclosure of pertinent information. 4. Conditions Precedent: Conditions that must be fulfilled before the completion of the stock purchase transaction are outlined. This may include regulatory approvals, due diligence investigations, or third-party consents required for the sale to proceed. 5. Closing and Post-Closing Obligations: The agreement specifies the process and timelines for completing the stock purchase ("closing") and any subsequent obligations that the Company and the Investors must fulfill after the closing to ensure a smooth transition of ownership. 6. Indemnification and Limitation of Liability: This section defines the responsibilities of each party concerning potential breaches, claims, or damages arising from the agreement. Indemnification clauses protect parties from financial consequences resulting from litigation or losses incurred due to specified events. Different Types of Harris Texas Sample Common Stock Purchase Agreement: 1. Standard Harris Texas Sample Common Stock Purchase Agreement: the primary agreement used for majority common stock purchases between Immunomedics and Aries Domestic Fund, Aries Master Fund, et al. 2. Modified Harris Texas Sample Common Stock Purchase Agreement: a customized version tailored to accommodate specific terms, provisions, or negotiations unique to the agreement between Immunomedics and other selected Investors. Conclusion: The Harris Texas Sample Common Stock Purchase Agreement is a critical document that solidifies the terms and conditions of common stock purchases between Immunomedics and the Investors. By offering comprehensive provisions related to stock purchase terms, representations, closing obligations, and more, this agreement provides a structured framework for a successful transaction. Different types of this agreement can be customized to suit the unique requirements and negotiations between the involved parties.

Title: Comprehensive Overview of Harris Texas Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al. Introduction: The Harris Texas Sample Common Stock Purchase Agreement serves as a legally binding contract between Immunomedics (the "Company") and Aries Domestic Fund, Aries Master Fund, and other involved parties (the "Investors"). This agreement outlines the terms and conditions under which the Investors will purchase a specific number of common stock shares issued by Immunomedics. Developed for Harris Texas, this agreement functions to safeguard the interests of both parties and establish a clear framework for the stock purchase transaction. Key Elements of Harris Texas Sample Common Stock Purchase Agreement: 1. Parties Involved: a. Immunomedics: The issuing company. b. Aries Domestic Fund: One of the Investor entities. c. Aries Master Fund: Another Investor entity. d. Et al.: Additional parties included in the agreement. 2. Stock Purchase Terms: The agreement details the precise terms of the stock purchase, including the number of shares to be purchased, the purchase price per share, the total consideration, and any future provisions for adjustments. 3. Representations and Warranties: Both Immunomedics and the Investors provide representations and warranties to ensure the accuracy and completeness of information, financials, and legal compliance. This section aims to protect the parties involved from any misrepresentations or non-disclosure of pertinent information. 4. Conditions Precedent: Conditions that must be fulfilled before the completion of the stock purchase transaction are outlined. This may include regulatory approvals, due diligence investigations, or third-party consents required for the sale to proceed. 5. Closing and Post-Closing Obligations: The agreement specifies the process and timelines for completing the stock purchase ("closing") and any subsequent obligations that the Company and the Investors must fulfill after the closing to ensure a smooth transition of ownership. 6. Indemnification and Limitation of Liability: This section defines the responsibilities of each party concerning potential breaches, claims, or damages arising from the agreement. Indemnification clauses protect parties from financial consequences resulting from litigation or losses incurred due to specified events. Different Types of Harris Texas Sample Common Stock Purchase Agreement: 1. Standard Harris Texas Sample Common Stock Purchase Agreement: the primary agreement used for majority common stock purchases between Immunomedics and Aries Domestic Fund, Aries Master Fund, et al. 2. Modified Harris Texas Sample Common Stock Purchase Agreement: a customized version tailored to accommodate specific terms, provisions, or negotiations unique to the agreement between Immunomedics and other selected Investors. Conclusion: The Harris Texas Sample Common Stock Purchase Agreement is a critical document that solidifies the terms and conditions of common stock purchases between Immunomedics and the Investors. By offering comprehensive provisions related to stock purchase terms, representations, closing obligations, and more, this agreement provides a structured framework for a successful transaction. Different types of this agreement can be customized to suit the unique requirements and negotiations between the involved parties.