ALTEON INC Sample Clauses

ALTEON INC. By: /s/ Xxxxx X. Xxxxxx --------------------------
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ALTEON INC. By: ----------------------------- Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer
ALTEON INC. By: /s/ Jamex X. Xxxxxx ------------------------------
ALTEON INC. By: /s/ Jamex X. Xxxxxx -------------------------- Name: Jamex X. Xxxxxx ------------------------ Title: Chief Executive Officer ----------------------- Accepted and agreed to: KENNXXX X. XXXXXX XXXORATORIES, INC. By: /s/ Anthxxx Xxxxxx, Xx.D. --------------------------
ALTEON INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Stockholders Rights Agreement dated as of ____________, 1995 (the "Rights Agreement"), between Alteon Inc., a Delaware corporation (the "Company"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement) and prior to 5:00 p.m., New York City time, on the 10th anniversary of the date of the Rights Agreement (the "Expiration Date"), at the principal office of the Rights Agent, or its successors as Rights Agent, one one-thousandths (1/1,000ths) of a fully paid, nonassessable share of Series F Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Shares"), at a purchase price per one one-thousandths (1/1,000ths) of a share equal to $80.00 (the "Purchase Price") payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The Purchase Price and the number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Purchase Price and the number and kind of shares which may be so purchased as of [ ]. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares which may be purchased upon the exercise of each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right.
ALTEON INC. SPECIAL COMPENSATION SUBCOMMITTEE RESOLUTIONS Adopted December 18, 2002 RESOLVED, that, in connection with the extension of his employment agreement, the Company grant to Xx. xxXxxxx an incentive stock option (or to the extent that such option does not qualify as an incentive stock option, a non-qualified stock option), pursuant to the Company's 1995 Stock Option Plan (the "Plan"), to purchase 100,000 shares of common stock of the Company with an exercise price per share of $1.87 which is current fair market value as determined under the Plan. Such option shall be in the form of, and on such terms and conditions as provided in, the Company's standard form of Stock Option Grant Agreement currently in effect with such additional provisions as contemplated by Section 4(d) of Xx. xxXxxxx'x employment agreement. Such Stock Option Grant Agreement shall provide, on condition that Xx. xxXxxxx is employed by the Company on the relevant vesting dates and that option shares shall vest as follows:
ALTEON INC. By: /s/ Jamex X. Xxxxxx --------------------------- Jamex X. Xxxxxx Chairman and Chief Executive Officer
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