PURCHASE PREFERRED STOCK Sample Clauses

PURCHASE PREFERRED STOCK. For value received and subject to the provisions set forth in this warrant (this “Warrant”), PINNACLE VENTURES I AFFILIATES, L.P. and its assigns are entitled to purchase from RELIANT TECHNOLOGIES, INC., a Delaware corporation (the “Company”): Shares Series E Preferred Stock: The number of Shares for which this Warrant is exercisable shall equal the Warrant Coverage divided by the Exercise Price Exercise Price: $5.00 Term of Warrant: 5 years from the Warrant Date Warrant Date: August 20, 2007 The number of Shares for which this Warrant is exercisable and the Exercise Price may be adjusted as specified in Section 5.
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PURCHASE PREFERRED STOCK. On December 13, 2000, the Board of Directors of Transkaryotic Therapies, Inc. (the "Company"), declared a dividend of one Right for each outstanding share of the Company's Common Stock to stockholders of record at the close of business on December 26, 2000 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, $0.01 par value per share (the "Preferred Stock"), at a Purchase Price of $289 in cash, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of December 13, 2000 (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agent. Initially, the Rights are not exercisable and will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following the first date of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (other than certain specified entities affiliated with X.X. Xxxxxxx, Xxxxxx & Co., LLC, which will have the right to acquire beneficial ownership of up to 30% of the Company's Common Stock) (the "Stock Acquisition Date"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock (other than certain specified entities associated with Warburg Pincus, which will have the right to acquire beneficial ownership of up to 30% of the Company's Common Stock). Under the Rights Plan, for all purposes, including determining the specified percentage of Common Stock necessary to trigger a Distribution Date, the Company's outstanding Series A Convertible Preferred Stock shall be treated as if its holders had converted such shares into Common Stock at the then applicable conversion rate. The Distribution Date may be deferred by the Board of Directors. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. Until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the ...
Sample 1
PURCHASE PREFERRED STOCK. On , 2006, a committee of the Board of Directors of Emergent BioSolutions Inc. (the “Company” “we” or “us”), acting under authority previously delegated to the committee, declared a dividend of one right for each outstanding share of common stock to stockholders of record at the close of business on , 2006. Each right, when exercisable, entitles the registered holder to purchase from us one one-thousandth of a share of Series A Junior Participating Preferred Stock, $.001 par value per share, at a purchase price of $ in cash, subject to adjustment. The description and terms of the rights are set forth in a Rights Agreement dated , 2006 between the Company and American Stock Transfer & Trust Company, as Rights Agent. The following description is a summary of the material terms of the rights agreement. It does not restate these terms in their entirety. We urge you to read the rights agreement because it, and not this description, defines its terms and provisions. We have filed a copy of the rights agreement as an exhibit to our Registration Statement on Form S-1 filed in connection with our initial public offering. Rights. Each share of common stock will have attached to it one right. Initially, the rights are not exercisable and are attached to all certificates representing outstanding shares of our common stock, and we will not distribute separate rights certificates. The rights will only be exercisable under limited circumstances specified in the rights agreement when there has been a distribution of the rights and the rights are no longer redeemable by us. The rights will expire at the close of business on , 2006 [the tenth anniversary of the date the rights agreement was adopted], unless we redeem or exchange the rights earlier as described below. Prior to the rights distribution date. Prior to the rights distribution date: • the rights are evidenced by our common stock certificates and will be transferred with and only with such common stock certificates; and • the surrender for transfer of any certificates of our common stock will also constitute the transfer of the rights associated with our common stock represented by such certificate.
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PURCHASE PREFERRED STOCK. For value received and subject to the provisions set forth in this warrant (this “Warrant”), PINNACLE VENTURES II EQUITY HOLDINGS, L.L.C. and its assigns are entitled to purchase from ACELRX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”): Shares of Preferred Stock: See Section 1 (f) Exercise Price: See Section 1 (c) Term of Warrant: 10 years from the Warrant Date Warrant Date: September 16, 2008 The number of Shares for which this Warrant is exercisable and the Exercise Price may be adjusted as specified in Section 5.
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Related to PURCHASE PREFERRED STOCK

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Convertible Preferred Stock In accordance with the undersigned's obligation under the Subscription Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Subscription Agreement shall be made in writing at the address set forth below. In addition, the undersigned hereby agrees to give the Company three days' prior notice in advance of sales of Series A Convertible Preferred Stock pursuant to the Registration Statement, and the undersigned hereby further agrees not to sell Series A Convertible Preferred Stock in the event the undersigned knows of any undisclosed material developments or transactions relating to the Company. The undersigned hereby acknowledges that it understands that any sales or other dispositions of any Series A Convertible Preferred Stock pursuant to the Registration Statement, once effective, must be settled with Series A Convertible Preferred Stock bearing the Company's general (not necessarily restricted) common shares CUSIP number. A beneficial owner named in the Registration Statement may obtain Series A Convertible Preferred Stock bearing the Company's general common shares CUSIP number for settlement purposes by presenting the Series A Convertible Preferred Stock to be sold (with a restricted CUSIP), together with a certificate of registered sale, to the Company's transfer agent, North American Transfer Co. The form of certificate of registered sale is available from the Company upon request. The process of obtaining such shares might take a number of business days. SEC rules generally require trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, a beneficial owner who holds Series A Convertible Preferred Stock with a restricted CUSIP at the time of the trade might wish to specify an alternate settlement cycle at the time of any such trade to provide sufficient time to obtain Series A Convertible Preferred Stock with an unrestricted CUSIP in order to prevent a failed settlement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • No Rights to Purchase Preferred Stock The issuance and sale of the Shares as contemplated hereby will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company, 9,694 fully paid and non-assessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) at a purchase price of $4.90 per share (the “Exercise Price”). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Shares The term “

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

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