0001193125-07-159118 Sample Contracts

INSPIRE PHARMACEUTICALS, INC. Series A Exchangeable Preferred Stock REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 23rd, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”), dated July 20, 2007, among Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors from time to time signatory hereto (each such investor, an “Investor” and all such investors collectively, the “Investors”), is entered into pursuant to that certain Securities Purchase Agreement, dated July 17, 2007, among the Company and Warburg Pincus Private Equity IX, L.P. (the “Purchase Agreement”), providing for the Company’s issuance and sale of an aggregate of 140,186 shares (the “Exchangeable Preferred Stock”) of Series A Preferred Stock, in the amounts set forth on Exhibit A to the Purchase Agreement. The Series A Preferred Stock will be exchangeable into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as set forth in the applicable Certificate of Designations. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 9

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SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE INVESTOR LISTED ON THE SIGNATURE PAGE HERETO AND INSPIRE PHARMACEUTICALS, INC. July 17, 2007
Securities Purchase Agreement • July 23rd, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 17, 2007, is made by and between Inspire Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A hereto (the “Investor”).

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • July 23rd, 2007 • Inspire Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT (the “Amendment”), dated as of the 17th day of July, 2007, to the Rights Agreement (the “Rights Agreement”), dated October 21, 2002, by and between INSPIRE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.

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