New Hampshire Sample Securities Purchase Agreement — Overview, Key Terms, and Types Introduction: A New Hampshire Sample Securities Purchase Agreement is a legally binding contract between GEN International, Inc. (the "Company") and the Purchasers (investors) aiming to facilitate the purchase and sale of securities issued by the Company. This agreement outlines the terms and conditions under which the Purchasers will acquire the securities and the rights and obligations of both parties involved. Key Terms and Clauses: 1. Parties: This section identifies the involved parties, namely, GEN International, Inc. as the Company, along with the individual or entity acting as the Purchasers. 2. Representations and Warranties: This clause details the guarantees and assertions made by the Company regarding its legal status, financial condition, and authority to issue and sell securities. 3. Purchase and Sale: The agreement outlines the terms of the securities purchase, including the number and type of securities being sold, the purchase price, and any associated closing conditions. 4. Payment Terms: This section addresses the payment obligations of the Purchasers, stipulating the payment method, timelines, and any applicable escrow arrangements. 5. Rights and Obligations: This clause delineates the rights and obligations of both the Company and the Purchasers concerning the purchased securities, including dividend rights, voting rights, and transfer restrictions. 6. Conditions Precedent: This section specifies the conditions that must be fulfilled before the sale of securities can take place, such as obtaining necessary regulatory approvals or consents. 7. Indemnification: This clause addresses legal liabilities and includes provisions for indemnifying the Company against any losses, damages, or claims resulting from breaches of representations or warranties by the Company. 8. Governing Law and Jurisdiction: This section identifies that the agreement shall be governed by the laws of the state of New Hampshire and designates the appropriate jurisdiction for resolving disputes. Types of New Hampshire Sample Securities Purchase Agreement: 1. Common Stock Purchase Agreement: This agreement pertains to the purchase of common stock issued by the Company. It outlines the terms specific to common shareholders, including their voting rights, dividend entitlements, and priority in case of liquidation. 2. Preferred Stock Purchase Agreement: This type of agreement is applicable when the Company issues preferred stock. It includes provisions related to the liquidation preference, conversion rights, and any special rights granted to preferred shareholders. 3. Convertible Note Purchase Agreement: This agreement is used when the Company issues convertible notes, which allow the Purchasers to convert their debt into equity at a later stage. It outlines the terms of the note, conversion ratios, and any applicable interest rates. 4. Subscription Agreement: While not strictly a "Securities Purchase Agreement," a Subscription Agreement may be used to facilitate the purchase of securities. It covers the terms and conditions of the subscription and subscription price, allowing investors to become shareholders. Conclusion: A New Hampshire Sample Securities Purchase Agreement outlines the framework for the purchase and sale of securities issued by GEN International, Inc. It includes provisions related to payment, rights, obligations, and indemnification, offering legal protection to both the Company and the Purchasers entering into such an agreement. Additionally, depending on the type of securities offered, specific agreements may be used, such as Common Stock Purchase Agreements, Preferred Stock Purchase Agreements, Convertible Note Purchase Agreements, or Subscription Agreements.
New Hampshire Sample Securities Purchase Agreement between IGEN International, Inc. and Purchasers
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The first drafts of such documents are usually prepared by counsel to the buyer, except in the context of an auction, in which case it is more usual for counsel to the seller to prepare the first drafts of these documents. The disclosure schedule is prepared by the seller. 2.
A Share Purchase Agreement, also called a Stock Purchase Agreement, is used to transfer the ownership of shares (also called stock) in a company from a seller to a buyer.
The following are listed in a share purchase agreement: Name of the company. Par value of shares. Name of purchaser. Warranties and representations made by seller and purchaser. Employee benefits and bonuses. Number of shares being sold. Details of the transaction. Indemnification agreement for unforeseen costs.
A Share Purchase Agreement generally includes information about: The person selling the shares. The person buying the shares. The number of shares being sold and their value. The company the shares are being transferred from. The number of shares being sold and their value.
A simplified, short form agreement (SPA) for the sale and purchase of the entire issued share capital of a private limited company, involving a single target company and a simultaneous exchange and completion.
Definitions of the words and terms to be used in the legal instrument. Terms and conditions of the sale and purchase of the assets, including purchase price and terms of the purchase (full payment at close, down payment, subsequent payments, etc.) Terms and conditions of the closing of the agreement, if any.
How to draft a purchase agreement Name and contact information for buyer and seller. The address of the property being sold. The price to be paid for the property. The date of transfer. Disclosures. Contingencies. Signatures.
The buyer's lawyers will generally prepare the first draft of the share purchase agreement (SPA). However, in addition to precedents which assume that the drafter is acting for the buyer, we also provide precedents for drafters acting for the seller (either preparing a first draft or marking up the buyer's draft).