Common use of Notice Parties Clause in Contracts

Notice Parties. Company Xxxx X. Xxxxx, Chief Executive Officer Xxxxxxx Xxxxx, Chief Financial Officer Xxxxxxxx Xxxxxxxx, General Counsel and Corporate Secretary Cowen Xxxxxxx Xxxxxx, Managing Director Xxxxx Xxxx X’Xxxxxx, Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECA, INC. [_________________] SHARES TERMS AGREEMENT ____, 20__ Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, NY 10022 Ladies & Gentlemen: Atreca, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18, 2023 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECA, INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXX AND COMPANY, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 per share Number of Shares of Purchased Securities: [●] Shares Purchase Price Payable by Cowen: $[●] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Sales Agreement (Atreca, Inc.)

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Notice Parties. Company Xxxxxx Xxxxxxxxxxx, M.D. Chief Executive Officer, President, Director Xxxx X. Xxxxx, Chief Executive Officer Xxxxxxx Xxxxx, MBA Chief Financial Officer Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx General Counsel and Corporate Secretary Cowen Xxxxx Xxxxxxx Xxxxxx, X. Xxxxxx Managing Director Xxxxx Xxxx X’Xxxxxx, Xxxxxxx Xxxxxx Managing Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECACABALETTA BIO, INC. [_________________] SHARES TERMS AGREEMENT ____, 20__ Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, NY 10022 Ladies & Gentlemen: AtrecaCabaletta Bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18March 21, 2023 2024 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to CowenXxxxx, and Cowen Xxxxx agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECACABALETTA BIO, INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXX AND COMPANY, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 0.00001 per share Number of Shares of Purchased Securities: [] Shares Purchase Price Payable by Cowen: $[] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Sales Agreement (Cabaletta Bio, Inc.)

Notice Parties. Company Xxxxxx Xxxxxxxxxxx, M.D. Chief Executive Officer, President, Director Xxxx X. Xxxxx, Chief Executive Officer Xxxxxxx Xxxxx, MBA Chief Financial Officer Xxxxxxxx XxxxxxxxJ. Xxxxx Xxxxxxx, X.X. General Counsel and Corporate Secretary Cowen Xxxxx Xxxxxxx Xxxxxx, X. Xxxxxx Managing Director Xxxxx Xxxx X’Xxxxxx, Xxxxxxx Xxxxxx Managing Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECACABALETTA BIO, INC. [_________________[ ] SHARES TERMS AGREEMENT ____, 20__ 20 Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10022 XX 00000 Ladies & Gentlemen: AtrecaCabaletta Bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18November 10, 2023 2020 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECACABALETTA BIO, INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXX AND COMPANY, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 0.00001 per share Number of Shares of Purchased Securities: [●] Shares Purchase Price Payable by Cowen: $[●] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Sales Agreement (Cabaletta Bio, Inc.)

Notice Parties. Company Xxxx Pxxxxxx X Xxxxx, Chairman and Chief Executive Officer Jxxxxxx X. Xxxxx, Chief Executive Officer Xxxxxxx XxxxxEVP, Chief Financial Officer Xxxxxxxx XxxxxxxxRxxxxx Xxxx, General Counsel and VP, Finance & Corporate Secretary Cowen Controller Cxxxx Xxxxxxx J. Xxxxxx, Managing Director Xxxxx Xxxx X’XxxxxxWxxxxxx Xxxxxx, Managing Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECAALPHATEC HOLDINGS, INC. [_________________] SHARES TERMS terms AGREEMENT ____, 20__ Xxxxx Cxxxx and Company, LLC 000 500 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10022 XX 00000 Ladies & Gentlemen: AtrecaAlphatec Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18August 6, 2023 2020 (the “Sales Agreement”), between the Company and Xxxxx Cxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x Cxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECAALPHATEC HOLDINGS, INC. By: _______________________________ Name: Title: Accepted and agreed as of the date first above written: XXXXX CXXXX AND COMPANY, LLC By: ______________________ Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 per share Number of Shares of Purchased Securities: [●] Shares Purchase Price Payable by Cowen: $[●] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]:

Appears in 1 contract

Samples: Sales Agreement (Alphatec Holdings, Inc.)

Notice Parties. Company Xxxx X. XxxxxXxxx, Ph.D., Chief Executive Officer Xxxxxxx Xxxxxand Chief Scientific Officer Xxxx Xxxxxx, Chief Financial Officer Xxxxxxxx Xxxxxxxx, General Counsel and Corporate Secretary Cowen Xxxxxxx Xxxxx Xxxxxx, Senior Director, Corporate Counsel Xxxxx Xxxxxxx X. Xxxxxx Managing Director Xxxxx Xxxx X’Xxxxxx, Xxxxxxx Xxxxxx Managing Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECAMOLECULAR TEMPLATES, INC. [_________________] SHARES TERMS AGREEMENT ____, 20__ Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10022 XX 00000 Ladies & Gentlemen: AtrecaMolecular Templates, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18August 7, 2023 2020 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECAMOLECULAR TEMPLATES, INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXX AND COMPANY, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 0.001 per share Number of Shares of Purchased Securities: [●] Shares Purchase Price Payable by Cowen: $[●] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Sales Agreement (Molecular Templates, Inc.)

Notice Parties. Company Xxxx X. Xxxxxx Xxxxx, President and Chief Executive Officer Xxxxxxx Xxxxx Xxxxx, Executive Vice President and Chief Financial Officer Xxxxxxxx XxxxxxxxXxxxxxx Xxxxxx, General Counsel Chief Strategy Officer and Corporate Secretary Cowen Xxxxx Xxxxxxx X. Xxxxxx, Managing Director Xxxxx Xxxx X’XxxxxxConnor Xxxxxx, Director Vice President SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECAFIVE PRIME THERAPEUTICS, INC. [_________________] SHARES TERMS AGREEMENT ____, 20__ Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10022 XX 00000 Ladies & Gentlemen: AtrecaFive Prime Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18August 6, 2023 2020 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECAFIVE PRIME THERAPEUTICS, INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXX AND COMPANY, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 0.001 per share Number of Shares of Purchased Securities: [] Shares Purchase Price Payable by Cowen: $[] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Sales Agreement (Five Prime Therapeutics, Inc.)

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Notice Parties. Company Xxxx Exxx X. XxxxxXxxx, Ph.D., Chief Executive Officer Xxxxxxx Xxxxxand Chief Scientific Officer Axxx Xxxxxx, Chief Financial Officer Xxxxxxxx Xxxxxxxx, General Counsel and Corporate Secretary Cowen Xxxxxxx Mxxxx Xxxxxx, Senior Director, Corporate Counsel Cxxxx Xxxxxxx J. Xxxxxx Managing Director Xxxxx Xxxx X’Xxxxxx, Wxxxxxx Xxxxxx Managing Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECAMOLECULAR TEMPLATES, INC. [_________________] SHARES TERMS terms AGREEMENT ____, 20__ Xxxxx Cxxxx and Company, LLC 000 500 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10022 XX 00000 Ladies & Gentlemen: AtrecaMolecular Templates, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18August 7, 2023 2020 (the “Sales Agreement”), between the Company and Xxxxx Cxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x Cxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECAMOLECULAR TEMPLATES, INC. By: _______________________________ Name: Title: Accepted and agreed as of the date first above written: XXXXX CXXXX AND COMPANY, LLC By: ______________________ Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 per share Number of Shares of Purchased Securities: [●] Shares Purchase Price Payable by Cowen: $[●] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]:

Appears in 1 contract

Samples: Sales Agreement (Molecular Templates, Inc.)

Notice Parties. Company Xxxx X. Xxxxx, Xxx Xxxxxxxxxxx Chief Executive Operating Officer Xxxxxxx Xxxxx, and Chief Financial Officer Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxx General Counsel and Corporate Secretary Cowen Xxxxx Xxxxxxx Xxxxxx, X. Xxxxxx Managing Director Xxxxx Xxxx X’Xxxxxx, Xxxxxxx Xxxxxx Managing Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECA, INC. [_________________] SHARES NEKTAR THERAPEUTICS COMMON STOCK TERMS AGREEMENT ____, 20__ Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10022 XX 00000 Ladies & Gentlemen: Atreca, Inc.Nektar Therapeutics, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18March 12, 2023 2021 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECA, INC. NEKTAR THERAPEUTICS By: Name: Title: Accepted and agreed as of the date first above written: XXXXX AND COMPANY, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 per share Number of Shares of Purchased Securities: [] Shares Purchase Price Payable by Cowen: $[] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Sales Agreement (Nektar Therapeutics)

Notice Parties. Company Xxxxxx Xxxxxxxxxxx, M.D. Chief Executive Officer, President, Director Xxxx X. Xxxxx, Chief Executive Officer Xxxxxxx Xxxxx, MBA Chief Financial Officer Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx General Counsel and Corporate Secretary Cowen Xxxxx Xxxxxxx Xxxxxx, X. Xxxxxx Managing Director Xxxxx Xxxx X’Xxxxxx, Xxxxxxx Xxxxxx Managing Director SCHEDULE 3 Compensation Cowen shall be paid compensation up to 3% of the gross proceeds from the sales of Shares in an Agency Transaction pursuant to the terms of this Agreement. EXHIBIT 2(b) ATRECACABALETTA BIO, INC. [_________________] SHARES TERMS AGREEMENT ____, 20__ Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx New York, NY 10022 Ladies & Gentlemen: AtrecaCabaletta Bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated July 18March 16, 2023 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between Cowen and the Company. ATRECACABALETTA BIO, INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXX AND COMPANY, LLC By: Name: Title: Schedule to Terms Agreement Title of Purchased Securities: Class A Common Stock, par value $0.0001 0.00001 per share Number of Shares of Purchased Securities: [] Shares Purchase Price Payable by Cowen: $[] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Sales Agreement (Cabaletta Bio, Inc.)

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