Amended and Restated Agreement Share Issuance Sample Clauses

Amended and Restated Agreement Share Issuance. In consideration of MSK’s agreement to modify certain provisions of the Original Agreement in connection with the execution of this Agreement, Licensee agrees to issue to MSK an aggregate of One Thousand Seven Hundred (1,700) Shares, such Shares to be issued and delivered to MSK no later than thirty (30) days after the Effective Date. Upon issuance to MSK of the One Thousand Seven Hundred Shares pursuant to this Section 5.1(a)(v), MSK will hold [*]% of Licensee’s issued and outstanding Shares on an As Adjusted Basis (such [*]% on an As Adjusted Basis, the “MSK Percentage”). For purposes of this Agreement, “As Adjusted Basis” means taking into account any Shares issuable upon the conversion and/or exercise of any securities, warrants, notes or other instruments convertible into or exercisable for Shares, whether or not actually converted or exercised, but excludes (i) outstanding convertible debt securities having an aggregate principal amount of $5,000,000 and (ii) warrants to acquire Shares [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Table of Contents that are issuable upon conversion of the $5,000,000 convertible note (which number of Shares will equal 50% of the amount of Shares issued upon conversion of such $5,000,000 note), and (iii) Shares issued upon exercise or vesting of awards under the Sellas Stock Incentive Plan #1 (under which awards to acquire 289 Shares are currently outstanding and under which an additional 1,645 Shares remain available for future grants under such plan).
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Related to Amended and Restated Agreement Share Issuance

  • Amended and Restated Agreement This Agreement amends and restates, in its entirety, and replaces, the Prior Loan Agreement. This Agreement is not intended to, and does not, novate the Prior Loan Agreement and Borrower reaffirms that the existing security interest created by the Prior Loan Agreement is and remains in full force and effect.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

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