No Variable Rate Transactions. From the date hereof until the first (1st) anniversary of the Closing Date, without the prior written consent of Xxxxxxxxxx, which consent may be withheld in Xxxxxxxxxx’x sole discretion, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Ordinary Shares or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time any Ordinary Shares (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price; provided, however, the Company may effect sales pursuant to an at-the-market offering facility with Xxxxxxxxxx (as may be amended from time to time). Xxxxxxxxxx shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.
Appears in 1 contract
No Variable Rate Transactions. From the date hereof until the first (1st) anniversary of the Closing Date, without the prior written consent of Xxxxxxxxxx, which consent may be withheld in Xxxxxxxxxx’x sole discretion, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Ordinary Shares or ADSs or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time any Ordinary Shares or ADSs (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares or ADSs either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares or ADSs at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares or ADSs or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price; provided, however, the Company may effect sales pursuant to an at-–the-market offering facility with Xxxxxxxxxx (as may be amended amendment from time to time). Xxxxxxxxxx shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.
Appears in 1 contract
No Variable Rate Transactions. From the date hereof until the first (1st) anniversary of the First Closing Date, without the prior written consent of Xxxxxxxxxx, which consent may be withheld in Xxxxxxxxxx’x sole discretion, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Ordinary Shares shares of Common Stock or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time any Ordinary Shares shares of Common Stock (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares Common Stock (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of creditcredit or an at-the-market offering facility, whereby the Company may issue securities at a future determined price; provided, however, the Company may effect sales pursuant to an at-the-market offering facility with Xxxxxxxxxx from and after the date that is sixty (as may be amended from time to time)60) days after the First Closing Date. Xxxxxxxxxx shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. The Representative, on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.
Appears in 1 contract
Samples: Lock Up Agreement (iBio, Inc.)
No Variable Rate Transactions. From and after the date hereof of this Agreement until the first (1st) 24-month anniversary of the Closing Date, without the prior written consent date of Xxxxxxxxxx, which consent may be withheld in Xxxxxxxxxx’x sole discretionthis Agreement (irrespective of any earlier termination of this Agreement), the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to obtain injunctive relief as provided in Section 12(m) against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of its subsidiaries of Ordinary Shares showing economic loss and without any bond or other security being required. “Common Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time any Ordinary Shares (Common Stock, including, without limitation, any debt, preferred stock, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares (or a combination of units thereof) involving a Variable Rate TransactionCommon Stock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price or price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares Common Stock (including, without limitation, any “full ratchet” anti-dilution provisions, but excluding any “weighted average” anti-dilution provisions or any “cashless” or “net” exercise provisions), (ii) enters intoissues or sells any debt or equity securities, including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, or effects (B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without limitation, a transaction under“Black-Scholes” put or call right) that provides for the issuance of additional debt or equity securities of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may issue securities sell Common Stock or Common Stock Equivalents at a future determined price; provided. “Exempt Issuance” means the issuance of (a) Common Stock, howeverCommon Stock Equivalents or options to employees, officers, directors or vendors of the Company may effect sales pursuant to any stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (d) shares of Common Stock issued and sold pursuant to any “at-the-market offering facility with Xxxxxxxxxx (as may be amended offering” of Common Stock through a registered broker-dealer pursuant to an agreement executed from time to time). Xxxxxxxxxx shall be entitled to obtain injunctive relief against and after the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damagesdate of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Senomyx Inc)
No Variable Rate Transactions. From and after the date hereof of this Agreement until the first (1st) 24-month anniversary of the Closing Date, without the prior written consent date of Xxxxxxxxxx, which consent may be withheld in Xxxxxxxxxx’x sole discretionthis Agreement (irrespective of any earlier termination of this Agreement), the Company shall be prohibited from effecting or entering into an agreement to effect effect, at any time during which the Investor beneficially owns more than 50,000 shares of Common Stock (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), any issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to obtain injunctive relief as provided in Section 12(m) against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of its subsidiaries of Ordinary Shares showing economic loss and without any bond or other security being required. “Common Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time any Ordinary Shares (Common Stock, including, without limitation, any debt, preferred stock, rightrights, optionoptions, warrant warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares (or a combination of units thereof) involving a Variable Rate TransactionCommon Stock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price or price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares Common Stock (including, without limitation, any “full-ratchet” anti-dilution provisions, but excluding any “weighted average” anti-dilution provisions or any “cashless” or “net” exercise provisions), (ii) enters intoissues or sells any debt or equity securities, including without limitation, Common Stock or effects Common Stock Equivalents, either (A) at a transaction under, any agreement, including, but not limited to, an price that is subject to being reset at some future date after the initial issuance of such debt or equity line security or upon the occurrence of credit, whereby specified or contingent events directly or indirectly related to the business of the Company may issue securities at a future determined price; provided, however, or the Company may effect sales pursuant to an at-the-market offering facility with Xxxxxxxxxx (as may be amended from time to time). Xxxxxxxxxx shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.market
Appears in 1 contract
