OccuLogix, Inc. Sample Contracts

AMENDMENT
OccuLogix, Inc. • December 6th, 2004 • Surgical & medical instruments & apparatus
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AGREEMENT
Agreement • May 6th, 2005 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 22nd, 2017 • TearLab Corp • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2017, between Tearlab Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

PROMEDICA INTERNATIONAL 7777 Center Avenue Suite 500 Huntington Beach, CA 92647 USA
Agreement • November 2nd, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • California
RECITALS:
Asset Purchase Agreement • May 6th, 2005 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • California
8,400,000 Shares(1) Common Stock ($0.001 par value)
OccuLogix, Inc. • November 16th, 2004 • Surgical & medical instruments & apparatus • New York
COMMON STOCK PURCHASE WARRANT TEARLAB CORP.
TearLab Corp • April 29th, 2016 • Surgical & medical instruments & apparatus

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 later of (i) the one year anniversary of the Issue Date and (ii) the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to the close of business on the ____ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TearLab Corp., a Delaware corporation (the “Company”), up to ______ 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).

ARTICLE 1 DEFINITIONS
License Agreement • December 8th, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware
WITNESSETH:
Asset Purchase Agreement • October 7th, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Florida
OCCULOGIX, INC.
Investors' Rights Agreement • November 16th, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware
WITNESSETH:
Distribution Services Agreement • October 7th, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Florida
COMMON STOCK PURCHASE WARRANT OCCULOGIX, INC.
Common Stock Purchase • March 17th, 2010 • OccuLogix, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 September __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on September ___, 2011 (the “Termination Date”) but not thereafter, to subscribe for and purchase from OccuLogix, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock; provided, however, that the Termination Date shall be extended for the number of days during such period in which (without duplication) (i) trading in the Common Stock is suspended by the principal Trading Market on which the Common Stock is listed for trading, or (ii) a Restricted Legend Event (as defined in Section 3(c)(ii) below) has occurred and is continuing, but in no event later than October ____, 2011. The purchase price of o

CONFIDENTIAL
OccuLogix, Inc. • March 15th, 2010 • Surgical & medical instruments & apparatus • New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and OccuLogix, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purcha

STRICTLY CONFIDENTIAL TearLab Corporation
Letter Agreement • November 13th, 2017 • TearLab Corp • Surgical & medical instruments & apparatus • New York
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SERIES A/B] COMMON STOCK PURCHASE WARRANT TEARLAB CORP.
TearLab Corp • November 22nd, 2017 • Surgical & medical instruments & apparatus • New York

THIS [SERIES A/B] 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 5:00 p.m. (New York City time) on [________]1 [_______]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TearLab Corporation, a Delaware corporation (the “Company”), up to ______ 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).

WARRANT TO PURCHASE SHARES OF COMMON STOCK
TearLab Corp • May 9th, 2016 • Surgical & medical instruments & apparatus • Delaware

THIS CERTIFIES THAT, for value received, [ ], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Tearlab Corporation, a Delaware corporation (the “Company”), shares of the Company’s common stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of March 4, 2015, by and between the Company, the Subsidiary Guarantors party thereto, and Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P. and Parallel Investment Opportunities Partners II L.P., as amended.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 28th, 2011 • TearLab Corp • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2011 by and among TearLab Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EXHIBIT 10.6 MARKETING AND DISTRIBUTION AGREEMENT
Marketing and Distribution Agreement • October 7th, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus
8,400,000 Shares(1) Common Stock ($0.001 par value)
OccuLogix, Inc. • December 6th, 2004 • Surgical & medical instruments & apparatus • New York
ARTICLE 1 INTERPRETATION
Product Purchase Agreement • November 2nd, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
RECITALS:
Plan of Reorganization • December 6th, 2004 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • New York
Contract
Termination Agreement • August 11th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario
EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario

WHEREAS, the Employee has been employed by the Corporation since August 1, 2003 pursuant to the Employment Agreement, dated as of August 1, 2003, between Vascular Sciences Corporation (now the Corporation) and the Employee, as amended by the Amending Agreement, dated as of April 14, 2006, between the Corporation and the Employee (as amended, the “Old Employment Agreement”);

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