Sample Securities Purchase Agreement between IGEN International, Inc. and Purchasers
About this form
The Sample Securities Purchase Agreement is a legal document that facilitates the issuance and sale of 5% subordinated convertible debentures and warrants between IGEN International, Inc. and its purchasers. This agreement outlines the terms and conditions for the investment in these securities, providing a structured way to manage ownership rights and obligations. Unlike other financial agreements, this form specifically addresses convertible securities, allowing investors to convert their debt into equity at a later date under defined conditions.
Form components explained
- Purchase and Sale Clauses: Specifies the principal amount of debentures being issued and the terms of the sale.
- Closing Procedures: Details how and when the closing of the transaction will occur, including required documents and payment methods.
- Representations and Warranties: Lists promises made by both the company and the purchasers regarding their authority and financial status.
- Indemnification Provisions: Outlines obligations for the company to protect purchasers against losses from breaches of the agreement.
- Transfer Restrictions: Describes the limitations on the transfer of the issued securities to ensure compliance with legal regulations.
When to use this document
This agreement is typically used when a company, such as IGEN International, Inc., seeks to raise capital through the sale of subordinated convertible debentures and warrants. Investors looking to convert their debt into equity in a company will benefit from this agreement. It is ideal in scenarios involving funding for expansion, research, or operational costs, where understanding the terms of debt conversion and associated rights is crucial.
Who can use this document
- Companies looking to issue convertible debt and warrants to raise funds.
- Investors interested in purchasing subordinated convertible debentures and warrants to potentially convert such securities into company shares.
- Legal professionals assisting firms or investors in securities transactions.
How to prepare this document
- Identify the parties involved: Clearly state the names of IGEN International, Inc. and the purchasers.
- Specify details of the transaction: Enter the aggregate principal amount of debentures and number of warrants to be sold.
- Outline the closing conditions: Set forth conditions that need to be met before finalizing the sale.
- Include warranties and representations: Each party should provide necessary assurances regarding their authority and financial state.
- Input transfer restrictions: Detail any limitations regarding the resale of the securities being issued.
Is notarization required?
This form usually doesn’t need to be notarized. However, local laws or specific transactions may require it. Our online notarization service, powered by Notarize, lets you complete it remotely through a secure video session, available 24/7.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Typical mistakes to avoid
- Failing to accurately disclose the total amount of securities being sold.
- Using outdated versions of the agreement that do not comply with current regulations.
- Neglecting to have all parties review and sign the document before the closing date.
- Omitting necessary disclosures or representations that could affect the enforceability of the agreement.
Why use this form online
- Easy access to a legally vetted template tailored for securities transactions.
- Time-saving features allowing for customization and quick completion.
- Enhanced compliance through up-to-date formats reflecting current laws and regulations.
- Secure storage and management of documents online without the need for physical copies.
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FAQ
This Stock Purchase Agreement (sometimes called an Share Purchase Agreement or SPA) sets forth terms of the sale and transfer of a company's stock to a purchaser. Stock Purchase Agreements are often used to effect the acquisition of a company through the purchase of the majority of stock in that company.
By Practical Law Corporate & Securities. Maintained 2022 Delaware, USA (National/Federal) A long-form agreement for the purchase and sale of preferred stock securities to be used in connection with a private equity transaction, such as a growth equity investment in a private corporation.
A stock purchase agreement is a contract to transfer ownership of stocks from the seller to the purchaser. The key provisions of a stock purchase agreement have to do with the transaction itself, such as the date of the transaction, the number of stock certificates, and the price per share.
Name of company. Par value of shares. Name of purchaser. Warranties and representations made by the seller and purchaser. Possible employee issues such as benefits and bonuses. How many shares are being sold. Where and when the transaction takes place.
A purchase agreement is a type of contract that outlines terms and conditions related to the sale of goods. As a legally binding contract between buyer and seller, the agreements typically relate to buying and selling goods rather than services. They cover transactions for nearly any type of product.