Definitions from Common Stock Purchase Warrant
THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date hereof] (the Initial Exercise Date) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date, or if such date is not a Trading Day, the next succeeding Trading Day (the Termination Date) but not thereafter, to subscribe for and purchase from Egalet Corporation, a Delaware corporation (the Company), up to [100% warrant coverage] shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set below: Section 1. Definitions. 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 Companys board of directors. Common Stock means the common stock, par value $0.001 per share, of the Company 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 Companys subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred shares, 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, shares of Common Stock. Eligible Market means The New York Stock Exchange, the NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market. 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 Common Stock issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the initial issuance date of this Warrant, provided that such securities have not been amended since the initial issuance date of this Warrant 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, (c) shares of Common Stock, or securities convertible or exercisable into shares of Common Stock, that would result in an adjustment to the Exercise Price pursuant to Section 3(a), 3(c) or 3(d) (including the issuance of securities to the Companys shareholders as a dividend or other distribution), (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance (i) shall be in connection with an acquisition or strategic transaction within or related to the healthcare or pharmaceutical industry and (ii) 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 and (e) securities to lenders or financial institutions as an equity kicker in connection with any borrowings or credit arrangements that are approved by the Board of Directors; provided, however, that any shares of Common Stock issued pursuant to this clause (e) or shares of Common Stock issuable upon conversion, exercise or exchange of securities pursuant to this clause (e) shall not in the aggregate exceed, when taken together with any such prior issuances, 10% of the number of shares of Common Stock issued and outstanding at the time of such issuance. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Standard Settlement Period means the standard settlement period, expressed in a number of Trading Days, on the Companys primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. For the avoidance of doubt, the Standard Settlement Period as of the Initial Exercise Date is three (3) Trading Days. Trading Day means a day on which the principal Trading Market is open for trading. Trading Market means any of the following markets or exchanges on which the shares of Common Stock are listed or quoted for trading on the date in question: The NASDAQ Global Market (or any successors thereto) or, if the Common Stock is not then listed on The NASDAQ Global Market (or any successors thereto), the principal other U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading.