Additional Preferred Stock. (a) At any time within 180 days after the Closing Date (the "Initial Term") on 14 days written notice, Integra will have the right (the ------------ "Put Right") to require the Purchasers (or certain Affiliates thereof) to ---------- purchase up to an additional $2,000,000 of convertible preferred stock having substantially identical terms as the Series B Preferred Stock ("Additional ---------- Preferred Stock"), with each Purchaser purchasing that proportion of the ---------------- Additional Preferred Stock equal to such Purchaser's proportionate initial investment in the Series B Preferred Stock, provided that the conversion price for such Additional Preferred Stock shall be equal to the lesser of (i) the Conversion Price, which initially shall be $3.82 per share of Common Stock, as adjusted and then in effect (the "Conversion Price") or (ii) the average closing ---------------- price of Integra's Common Stock for the ten (10) trading days ending two days prior to the date of issuance of the Additional Preferred Stock. (b) If the Initial Term expires without the exercise of the Put Right by Integra, such Put Right will continue for an additional 180 days (the "Second Term"), subject to the receipt by the Purchasers of a ------------ certificate from the Chief Executive Officer of Integra (the "CEO Certificate") ---------------- certifying that the representations and warranties contained in Section III of this Agreement are true and correct in all material respects as of the exercise date of the Put Right as if made on and as of such date and as if all references to Purchased Shares include the Additional Preferred Stock, and that no material adverse change in the Condition of Integra (other than operating losses consistent with the historic results of Integra) has occurred since the Closing Date.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock and Warrant Purchase Agreement (Soros Fund Management LLC)
Additional Preferred Stock. (a) At any time within 180 days after the Closing Date (the "Initial Term") on 14 days written notice, Integra will have the right (the ------------ "Put Right") to require the Purchasers (or certain Affiliates thereof) to ---------- purchase up to an additional $2,000,000 of convertible preferred stock having substantially identical terms as the Series B Preferred Stock ("Additional ---------- Preferred Stock"), with each Purchaser purchasing that proportion of the ---------------- Additional Preferred Stock equal to such Purchaser's proportionate initial investment in the Series B Preferred Stock, provided that the conversion price for such Additional Preferred Stock shall be equal to the lesser of (i) the Conversion Price, which initially shall be $3.82 per share of Common Stock, as adjusted and then in effect (the "Conversion Price") or (ii) the average closing ---------------- price of Integra's Common Stock for the ten (10) trading days ending two days prior to the date of issuance of the Additional Preferred Stock.
(b) If the Initial Term expires without the exercise of the Put Right by Integra, such Put Right will continue for an additional 180 days (the "Second Term"), subject to the receipt by the Purchasers of a ------------ certificate from the Chief Executive Officer of Integra (the "CEO Certificate") ---------------- certifying that the representations and warranties contained in Section III of this Agreement are true and correct in all material respects as of the exercise date of the Put Right as if made on and as of such date and as if all references to Purchased Shares include the Additional Preferred Stock, and that no material adverse change in the Condition of Integra (other than operating losses consistent with the historic results of Integra) has occurred since the Closing Date.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock and Warrant Purchase Agreement (Integra Lifesciences Corp)