Cohn Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of , 2017, between Mateon Therapeutics, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time 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, Common Stock. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, MA 02111. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (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 shares of 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 (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of 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. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1(hh). GAAP shall have the meaning ascribed to such term in Section 3.1(h). Indebtedness shall have the meaning ascribed to such term in Section 3.1(aa). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p). Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b). Material Permits shall have the meaning ascribed to such term in Section 3.1(n). Per Share Purchase Price equals $ , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of June 2, 2016 by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Accredited Investor Questionnaire means the Accredited Investor Questionnaire set forth as Exhibit C-1 hereto. Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened against the Company or any of their respective properties or any officer, director or employee of the Company acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser. Agreement has the meaning set forth in the Preamble. Board of Directors means the board of directors of the Company. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Buy-In has the meaning set forth in Section 4.1(f). Buy-In Price has the meaning set forth in Section 4.1(f). Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Nevada Secretary of State, in the form of Exhibit H attached hereto. Closing means the closing of the purchase and sale of the Shares and the Warrants on the Closing Date pursuant to Section 2.1. Closing Bid Price means, for any security as of any date, (a) the last reported closing bid price per share for such security on the Principal Trading Market, as reported by Bloomberg Financial Markets, or, (b) if the Principal Trading Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial Markets, or (c) if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, (d) if no closing bid price is reported for such security by Bloomberg Financial Markets, the average of the bid prices of any market makers for such security as reported in the pink sheets by Pink Sheets LLC. If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder of such security. If the Company and such holder are unable to agree upon the fair market value of such security, then the Board of Directors shall use its good faith judgment to determine the fair market value. The Board of Directors determination shall be binding on all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree. Commission has the meaning set forth in the Recitals. Common Shares has the meaning set forth in the Recitals. Common Stock has the meaning set forth in the Recitals, and also includes any other class of securities into which the Common Stock may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock. Company has the meaning set forth in the Preamble. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, Massachusetts 02111. C

Definitions from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 29, 2015, by and among GRANDPARENTS.COM, INC., a Delaware corporation with headquarters located at 589 Eighth Avenue, 6th Floor, New York, New York 10018 (the "Company"), and each investor identified on the signature pages hereto (individually, an "Investor" and collectively, the "Investors"). Any Investor who shall be party to this Agreement shall be subject to the prior approval of the Company in its sole discretion.

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated: "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. "Agreement" has the meaning set forth in the Preamble. "Best Efforts" means the efforts that a prudent person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as practical; provided, however, that an obligation to use Best Efforts under this Agreement does not require the Company to dispose of or make any change to its business, expend any material funds or incur any other material or unreasonable burden. "Business Day" means any day other than Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in The State of New York are authorized or required by law or other governmental action to close. "Certificate of Designation" has the meaning set forth in the Preamble. "Closing" means a closing of the purchase and sale of the Securities pursuant to Section 2.1. "Closing Date" means the date and time of a Closing and shall be on such date and time as is mutually agreed to by the Company and each Investor. "Company" has the meaning set forth in the Preamble. "Company Counsel" means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, counsel to the Company. "Common Stock" has the meaning set forth in the Preamble. "Contingent Obligation" has the meaning set forth in Section 3.1(aa). "Conversion Shares" has the meaning set forth in the Preamble. "Convertible Securities" means any stock or securities (other than Options) convertible into or exercisable or exchangeable for Common Stock. "Disclosure Materials" has the meaning set forth in Section 3.1(g). "Effective Date" means the date that the Registration Statement is first declared effective by the SEC.

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of March 20, 2015, between OXiGENE, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time 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, Common Stock. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, MA 02111. Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee 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 shares of 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 and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of 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. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1(hh). FDCA shall have the meaning ascribed to such term in Section 3.1(hh). GAAP shall have the meaning ascribed to such term in Section 3.1(h). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o). Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Mate

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of ________2014, by and among SofTech, Inc., a Massachusetts corporation (the Company), and ________ (the Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144 under the Securities Act. Business Day means any day except Saturday or Sunday which shall be a federal legal holiday in the United States, or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Code means the Internal Revenue Code of 1986, as amended. Closing means the closing of the purchase and sale of the Shares pursuant to Section 2.1. Closing Date means the date when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Shares have been satisfied or waived. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.10 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants, stock appreciation rights, restricted stock units or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111. Company Material Contracts has the meaning ascribed to such term in Section 3.1(dd). Contract shall mean any written or oral note, bond, mortgage, loan, indenture, guarantee, contract, agreement, lease, license, permit, concession, franchise or other binding commitment, instrument or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound or affected, or result in the creation of any Lien on any property or asset of the Company or any of its Subsidiaries (each, a Contract). Disclosure Letter means the Disclosure Letter of the Company delivered concurrently herewith. Environmental Law means, as currently in effect, any applicable law concerning (i) the protection of the environment (including air, water, soil and natural resources) or (ii) the use, storage, handling, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic or radioactive under any applicable law concerning the protection of the environment (including air, water, soil and natural resources), including petroleum and any derivative or by-products thereof. Equity Incentive Plan means (i) any equity incentive, stock option or similar plan and (ii) any other agreement, arrangement, understanding or other document pursuant to which the Company is obligated to grant or issue Common Stock or Common Stock Equivalents to current or former employees in connection with their services to the Company, in each case adopted or approved by a majority of the non-employee members of the board of directors of the Company or a majority of the members of a committee of non-employee directors established. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Fee shall have the meaning ascribed to such term in Section 4.1. GAAP shall have the meaning ascribed to such term in Section 3.1(h). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o). Liens means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Material Adverse Effect shall have the meaning ascribed to such term in Section 3.1(b). Material Permits shall have the meaning ascribed to such term in Section 3.1(m). MBCA means the Massachusetts Business Corporation Act. MGL means the Massachusetts General Laws. Mintz Levin means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices at One Financial Center, Boston, MA 02111. Payment Period shall have the meaning ascribed to such term in Section 4.1. Per Share Purchase Price equals $5.00 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. Person means an individual or corporation, partnershi

Definitions from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (this Agreement) is dated as of December 17, 2014, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (f/k/a Marika Inc.) (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened in writing (or otherwise) against the Company or any of its properties or any officer, director or employee of the Company as of the date hereof acting in his or her capacity as an officer, director or employee of the Company before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. Additional Shares has the meaning set forth in Section 4.12. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser. Agreement has the meaning set forth in the preamble. Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Buy-In has the meaning set forth in Section 4.1(f). Buy-In Price has the meaning set forth in Section 4.1(f). Closing means a closing of the purchase by Purchasers and sale by the Company of Shares to such Purchasers pursuant to this Agreement. Closing Date means the date on which a Closing occurs as provided in Section 2.1(a) hereof . Common Stock has the meaning set forth in the Recitals, and also includes any securities into which the Common Stock may hereafter be reclassified or changed. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., or any successor appointed by the Company. Company Deliverables has the meaning set forth in Section 2.2(a). Companys Knowledge means with respect to any statement made to the knowledge of the Company, that the statement is based upon the actual knowledge of the officers of the Company who, as of the date hereof, have responsibility for the matter or matters that are the subject of the statement. Compliance Certificate has the meaning set forth in Section 2.2(a)(vi). Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Deadline Date has the meaning set forth in Section 4.1(f). Dilutive Issuance has the meaning set forth in Section 4.12. Disclosure Materials has the meaning set forth in Section 3.1(h). Disclosure Schedule has the meaning set forth in Section 3.1. Discounted Purchase Price has the meaning set forth in Section 4.12. DTC has the meaning set forth in Section 4.1(c). Environmental Laws has the meaning set forth in Section 3.1(l). Escrow Agent has the meaning set forth in Section 2.1(c). Evaluation Date has the meaning set forth in Section 3.1(u). Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Excluded Securities has the meaning set forth in Section 4.12. FDA has the meaning set forth in Section 3.1(o). Future Financings has the meaning set forth in Section 3.2(q). GAAP means U.S. generally accepted accounting principles, as applied by the Company. Held Shares has the meaning set forth in Section 4.12. Indemnified Person has the meaning set forth in Section 4.8(b). Intellectual Property has the meaning set forth in Section 3.1(r). Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit C, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent. Lien means any material lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind. Material Adverse Effect means a material adverse effect on the results of operations, assets, business or financial condition of the Company, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. or applicable foreign economy or effects generally applicable to the industry in which the Company operates provided that such effects are not borne disproportionately by the Company, (ii) effects resulting from or relating to the announcement or disclosure of the sale of

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 21, 2014, between MELA Sciences, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit B attached hereto. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Bid Price means the closing bid price of the Common Stock on the Trading Market, as reported by Bloomberg L.P. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the fifth Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time 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, Common Stock. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, MA 02111. Debentures means the 4% Senior Secured Convertible Debentures due, subject to the terms therein, on July , 2019, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. Debenture Subscription Amount means, as to each Purchaser, the aggregate amount to be paid for the Debentures purchased hereunder as specified below such Purchasers name on the signature page of this Agreement and next to the heading Debenture Subscription Amount, in United States dollars and in immediately available funds. Device shall have the meaning ascribed to such term in Section 3.1(kk). Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Effective Date means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date provided that a holder of Registrable Securities is not an Affiliate of the Company, all of the Securities may be sold pursuant to an exemption from registration under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and Company counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Securities pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and H.C. Wainwright & Co. (HCW) pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the ru

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 21, 2014, between MELA Sciences, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit B attached hereto. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Bid Price means the closing bid price of the Common Stock on the Trading Market, as reported by Bloomberg L.P. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the fifth Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time 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, Common Stock. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, MA 02111. Debentures means the 4% Senior Secured Convertible Debentures due, subject to the terms therein, on July , 2019, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. Debenture Subscription Amount means, as to each Purchaser, the aggregate amount to be paid for the Debentures purchased hereunder as specified below such Purchasers name on the signature page of this Agreement and next to the heading Debenture Subscription Amount, in United States dollars and in immediately available funds. Device shall have the meaning ascribed to such term in Section 3.1(kk). Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Effective Date means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date provided that a holder of Registrable Securities is not an Affiliate of the Company, all of the Securities may be sold pursuant to an exemption from registration under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and Company counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Securities pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and H.C. Wainwright & Co. (HCW) pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the ru

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of May 22, 2014, between OXiGENE, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time 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, Common Stock. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, MA 02111. Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Effective Date means the earliest of the date that (a) the Resale Registration Statement has been declared effective by the Commission, (b) all of the Registrable Securities (as defined in the Registration Rights Agreement) have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date, provided that a holder of Registrable Securities is not an Affiliate of the Company, all of the Registrable Securities may be sold pursuant to an exemption from registration under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and Company counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Registrable Securities pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee 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 shares of 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 and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disint

Definitions from Form of Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of February 12, 2014, between OXiGENE, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time 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, Common Stock. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, MA 02111. Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and H.C. Wainwright & Co. (HCW) pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee 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 shares of 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 and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of 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. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1(hh). FDCA shall have the meaning ascribed to such term in Section 3.1(hh). GAAP shall have the meaning ascribed to such term in Section 3.1(h). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o). Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restricti