Equity Purchase Commitment Clause Samples

Equity Purchase Commitment. (a) Subject to Section 4.9(b), if requested by Histogenics, Intrexon will participate in a Qualified Financing (as hereinafter defined) conducted by Histogenics and will purchase as part of, or in connection with, such Qualified Financing, $15,000,000 worth of Common Stock or other securities issued and sold by Histogenics in the Qualified Financing (the “Equity Purchase Commitment”), provided, however, that in no event shall Intrexon have any obligation to purchase more than that number of shares that, together with any other shares of Common Stock held by Intrexon, results in Intrexon’s aggregate ownership of Histogenix’s Common Stock following the Qualified Financing equaling or exceeding 25% of the outstanding Common Stock of Histogenics. For the purposes of this Section 4.9, a “Qualified Financing” shall mean a sale by Histogenics of Common Stock or equity securities convertible into Common Stock in an underwritten public offering raising gross proceeds of at least $50,000,000, including the Equity Purchase Commitment. The price per share paid by Intrexon in any such Qualified Financing shall be the same as that paid by the other investors in such Qualified Financing, and Intrexon shall receive securities of the same type and with the same rights, preferences and privileges as the other investors in such Qualified Financing, including, for example, any warrant coverage, subject to the execution by Intrexon of the investment documents entered into by the other investors in the Qualified Financing. Notwithstanding the foregoing, in the event that counsel to Histogenics or counsel to any underwriter in the Qualified Financing advises Histogenics that such participation is not permissible under and in compliance with applicable securities laws (including without limitation Section 5 of the Securities Act of 1933, as amended (the “Securities Act”)):

Equity Purchase Commitment. If, in the good faith assessment of the board of directors of Exterran GP LLC, a Delaware limited liability company and the managing general partner of EXLP (“GP LLC”), EXLP will be unable to complete before the Closing an underwritten public offering of common units at a size and offering price (including discount) acceptable to such board of directors, EXLP shall have the right to issue and sell to EXH or its designated affiliate up to $150.0 million of Common Units at a price per Common Unit equal to the volume-weighted average trading price of Common Units over the 10-day trading period ending two days before the date of issuance, less a three percent (3%) discount (the “New Common Units”). If such issuance and sale occurs, EXLP also shall issue and sell at the same price to Exterran General Partner, L.P. a Delaware limited partnership and the general partner of EXLP (“GP”), a number of general partner units (the “New GP Units”) that is sufficient to allow GP to maintain its then-current level of general partner interest in EXLP.

Equity Purchase Commitment. This Amendment amends the terms of the Stock Purchase Agreement with respect to Intrexon’s Equity Purchase Commitment, as defined in the Stock Purchase Agreement. The obligation of Intrexon in Section 7.1 of the Stock Purchase Agreement to participate in certain financing efforts of ZIOPHARM through the purchase of ZIOPHARM’s common stock shall be amended to reduce the aggregate commitment from $50,000,000 to $43,500,000. Moreover, as Intrexon has, as of the Effective Date, purchased common stock of ZIOPHARM with an aggregate purchase price exceeding $43,500,000, the parties acknowledge that no further obligations shall exist on Intrexon under Section 7 of the Stock Purchase Agreement.

Equity Purchase Commitment