Initial Equity Purchase Sample Clauses

Initial Equity Purchase. Upon execution of this Agreement, Executive shall be afforded the opportunity to purchase up to Five Hundred Thousand (500,000) shares of the Company’s common stock at a per share purchase price of $0.0001 per share. Executive agrees that he shall be solely responsible for any and all elections to be made under Internal Revenue Code (the “Code”) Section 83(b) and the payment of all taxes associated therewith shall be the sole responsibility of Executive. Executive shall provide Company with a copy of any election made under Section 83(b) of the Code.
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Initial Equity Purchase. In addition, concurrently with the entry into this Agreement, the Parties shall enter into a share purchase agreement in the form attached hereto as Exhibit P, pursuant to which Neurocrine shall purchase from Xenon, and Xenon shall sell to Neurocrine, subject to Section 8.1(c), that number of Common Shares equal to twenty million Dollars ($20,000,000) (the “Initial Equity Purchase Price”) divided by $14.196, representing one hundred twenty percent (120%) of the closing price for the Common Shares on the Trading Day immediately prior to the public announcement of this Agreement, rounded down to the nearest whole share, for an aggregate purchase price equal to the Initial Equity Purchase Price.
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Initial Equity Purchase. Subject to the satisfaction of the conditions set forth in Annex III attached hereto, the Investor shall purchase from the Company such number of ADSs representing Ordinary Shares equal to $1,000,000 divided by the Initial Equity Purchase Price (such shares, the “Initial Equity Shares”), provided however, that to the extent that after giving effect to such purchase, the Investor (together with the its Affiliates) would beneficially own in excess of the Ownership Limitation, in lieu of purchasing Initial Equity Shares the Investor shall purchase Pre-Funded Warrants exercisable for Initial Equity Shares in such manner to result in the same aggregate purchase price being paid by the Investor to the Company. The closing of the purchase and sale of the Initial Equity Shares and Pre-Funded Warrants (the “Initial Equity Closing”) shall take place on the date upon which all of the conditions set forth in Annex III attached hereto have been satisfied (the “Initial Equity Closing Date”).
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Related to Initial Equity Purchase

  • Subsequent Equity Sales If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.