Common Stock Purch. Agr. btwn Immunomedics, Aries Domestic Fund, Aries Master Fund, et al., dated Dec. 14, 1999. 26 pages
Title: Comprehensive Overview of King Washington Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al. Introduction: The King Washington Sample Common Stock Purchase Agreement is a legally binding document that outlines the terms and conditions related to the purchase of common stock by investors from Immunomedics, Aries Domestic Fund, Aries Master Fund, and other parties involved. This agreement serves as a crucial framework for understanding the rights, obligations, and protections of both the issuer and the purchasers. 1. Key Components of the King Washington Sample Common Stock Purchase Agreement: a) Parties Involved: The agreement identifies the parties involved, including the issuer (Immunomedics), the purchasing entities (Aries Domestic Fund, Aries Master Fund, et al.), and any additional parties participating in the transaction. b) Purchase Price and Terms: This section specifies the purchase price per share and details the payment terms, such as the mode of payment, timing, and potential adjustments or conditions for closing the transaction. c) Representations and Warranties: Both the issuer and the purchasers provide representations and warranties regarding various aspects, including the accuracy of financial statements, compliance with laws, absence of litigation, and any material adverse changes. d) Conditions Precedent: This segment outlines specific conditions that must be satisfied before the purchase agreement becomes effective, such as obtaining necessary regulatory approvals, consents, or waivers. e) Closing Procedures: The agreement delineates the steps, responsibilities, and documents required to successfully close the purchase transaction, including the exchange of stock certificates, calculation of adjustment amounts, and any potential indemnification provisions. f) Rights and Obligations: This section comprehensively outlines the rights, privileges, and obligations for both the issuer and the purchasers. This may include information on voting rights, preemptive rights, transfer restrictions, and any restrictions on selling or transferring the purchased stock. g) Termination and Amendment: The agreement outlines circumstances under which either party may terminate the agreement and the applicable consequences. It also highlights the procedure for any potential amendments to the agreement. 2. Types of King Washington Sample Common Stock Purchase Agreements: a) Standard Common Stock Purchase Agreement: This is the primary agreement that covers the acquisition of common stock between Immunomedics and the purchasing parties. b) Master Fund Specific Purchase Agreement: In cases where Aries Master Fund is the primary purchaser, a specific agreement may be established to address any unique considerations or additional terms involving the master fund. c) Domestic Fund Specific Purchase Agreement: Similarly, if Aries Domestic Fund is the primary purchaser, a specific agreement may be required to suit the domestic fund's specific requirements and terms. Conclusion: The King Washington Sample Common Stock Purchase Agreement provides a comprehensive framework for understanding the terms and conditions governing the acquisition of common stock by the purchasing entities from Immunomedics. This legally binding agreement safeguards the rights and expectations of both the issuer and purchasers, ensuring a transparent and structured transaction.
Title: Comprehensive Overview of King Washington Sample Common Stock Purchase Agreement between Immunomedics, Aries Domestic Fund, Aries Master Fund, et al. Introduction: The King Washington Sample Common Stock Purchase Agreement is a legally binding document that outlines the terms and conditions related to the purchase of common stock by investors from Immunomedics, Aries Domestic Fund, Aries Master Fund, and other parties involved. This agreement serves as a crucial framework for understanding the rights, obligations, and protections of both the issuer and the purchasers. 1. Key Components of the King Washington Sample Common Stock Purchase Agreement: a) Parties Involved: The agreement identifies the parties involved, including the issuer (Immunomedics), the purchasing entities (Aries Domestic Fund, Aries Master Fund, et al.), and any additional parties participating in the transaction. b) Purchase Price and Terms: This section specifies the purchase price per share and details the payment terms, such as the mode of payment, timing, and potential adjustments or conditions for closing the transaction. c) Representations and Warranties: Both the issuer and the purchasers provide representations and warranties regarding various aspects, including the accuracy of financial statements, compliance with laws, absence of litigation, and any material adverse changes. d) Conditions Precedent: This segment outlines specific conditions that must be satisfied before the purchase agreement becomes effective, such as obtaining necessary regulatory approvals, consents, or waivers. e) Closing Procedures: The agreement delineates the steps, responsibilities, and documents required to successfully close the purchase transaction, including the exchange of stock certificates, calculation of adjustment amounts, and any potential indemnification provisions. f) Rights and Obligations: This section comprehensively outlines the rights, privileges, and obligations for both the issuer and the purchasers. This may include information on voting rights, preemptive rights, transfer restrictions, and any restrictions on selling or transferring the purchased stock. g) Termination and Amendment: The agreement outlines circumstances under which either party may terminate the agreement and the applicable consequences. It also highlights the procedure for any potential amendments to the agreement. 2. Types of King Washington Sample Common Stock Purchase Agreements: a) Standard Common Stock Purchase Agreement: This is the primary agreement that covers the acquisition of common stock between Immunomedics and the purchasing parties. b) Master Fund Specific Purchase Agreement: In cases where Aries Master Fund is the primary purchaser, a specific agreement may be established to address any unique considerations or additional terms involving the master fund. c) Domestic Fund Specific Purchase Agreement: Similarly, if Aries Domestic Fund is the primary purchaser, a specific agreement may be required to suit the domestic fund's specific requirements and terms. Conclusion: The King Washington Sample Common Stock Purchase Agreement provides a comprehensive framework for understanding the terms and conditions governing the acquisition of common stock by the purchasing entities from Immunomedics. This legally binding agreement safeguards the rights and expectations of both the issuer and purchasers, ensuring a transparent and structured transaction.