Concurrent Private Placement. If (i) the low end of the Price Range is not less than the Conversion Price (as defined in the Restated Certificate) of the Series B Preferred Stock in effect immediately prior to the closing of the IPO and (ii) the aggregate gross proceeds to Dermira based on the low-end of the Price Range would be equal to or in excess of $50 million (clauses (i) and (ii) together, the “IPO Conditions”), then concurrently with the closing of the IPO, Dermira shall issue and sell to UCB (or any of its designated UCB Subsidiaries), and UCB agrees to purchase (or to cause its UCB Subsidiaries to purchase) from Dermira, in a private placement under the Securities Act, the Aggregate Investment Amount of Dermira common stock at the IPO Price.
Concurrent Private Placement. The offer, issuance, sale and delivery of the Concurrent Private Placement Shares by the Company pursuant to the Concurrent Private Placement does not require registration under the 1933 Act, and such offer, issuance, sale and delivery does not violate any provision of the 1940 Act.
Concurrent Private Placement. Concurrent with closing of the Offer, the Corporation will issue 7,775,000 Subscription Receipts at a price of $51.45 per Subscription Receipt to Caisse de dépôt et placement du Québec on a private placement basis (the “Concurrent Private Placement”). The Subscription Receipts sold pursuant to the Concurrent Private Placement will be subject to a statutory hold period of four months from the closing date. The closing of the Concurrent Private Placement is scheduled to occur on the closing date of the Offer and is subject to a number of conditions. The closing of the Offer is conditional on the concurrent closing of the Concurrent Private Placement.
Concurrent Private Placement. The Company shall have completed the sale of shares of its Series E Participating Convertible Preferred Stock (the “Preferred Shares”) pursuant to the securities purchase agreement substantially in the form of Exhibit D hereto.
Concurrent Private Placement. The Concurrent Private Placement was conducted in accordance with Regulation S under the Securities Act and all requirements of Regulation S were duly complied with by the Company and the Concurrent Private Placement Purchaser. The Private Placement was conducted in compliance with all applicable laws, rules and regulations applicable to the offer and sale of securities in the jurisdictions in which the Ordinary Shares were offered or sold and did not violate any preemptive right, resale right, right of first refusal or similar right. The Concurrent Private Placement will not be integrated with this offering of the Offered Securities hereunder pursuant to applicable rules and regulations issued under the Securities Act. Any certificate signed by any officer of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a joint and several representation and warranty by the Company to the Underwriters as to the matters covered thereby.
Concurrent Private Placement. The Parties hereby agree that Company shall sell and allot to the Investor, and the Investor shall purchase from the Company, the Investment Securities in the amount of US$15 million pursuant to a transaction that shall close currently with the Company’s IPO and is exempted from the registration requirement of the Securities Act at a per share price equal to the Per Share IPO Price, and the Investment Securities shall be subject to a six-month lock up period at the request of the Underwriter (the “Concurrent Private Placement”).
Concurrent Private Placement. UQ shall have completed the Concurrent Offering with aggregate gross proceeds of a minimum of $3,100,000 and all of the Sub Receipt Conditions shall have been satisfied.
Concurrent Private Placement. UQ shall have completed the Concurrent Offering. (m) Transfer of the UQ Warrants. UQ and BVT shall have completed the transfer of 50% of the UQ Warrants on a post consolidation basis, from certain warrant holders of UQ, equally to each of: Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxxxx, and Xxxxxxx Xxxxxxxxxxx.
Concurrent Private Placement. The Underwriter acknowledges that the Company proposes to issue and sell, in the Concurrent Private Placement, 2,199,888 Common Shares, 2,199,888 warrants to purchase Common Shares at the Series A Exercise Price and 1,099,944 warrants to purchase Common Shares at the Series B Exercise Price on the same terms as the Offering. The Underwriter undertakes no obligation to the Company or to the purchasers under the Concurrent Private Placement. The Company acknowledges and agrees that purchasers under the Concurrent Private Placement do not and will not have any recourse to or any rights against the Underwriter and the Underwriter does not and will not have any liability whatsoever to the purchasers under the Concurrent Private Placement or in connection with the Concurrent Private Placement
Concurrent Private Placement. The Investor acknowledges and agrees that the Company may proceed to complete, either before or after Closing, an offering of up to 17,500,000 units at a price of CDN$0.40 per Unit (or such other price acceptable to the TSX and NYSE American), where each warrant will be comprised of (i) one Common Share, and (ii) one share purchase warrant entitling the holder to purchase one additional Common Share.
