Deemed Warrant Unit has the meaning set forth in Section 6.11.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.
Warrant Share means the Common Shares issuable upon the exercise of the Warrants.
Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.
Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.
Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.
Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.
Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.
Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.
PIPE Shares shall have the meaning given in the Recitals hereto.
Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Preferred Share means a share of stock of the General Partner of any class or series now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares.
Warrant Securities means this Warrant and the Warrant Shares, collectively.
Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.
Warrant Certificate means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;
Common Share means one share of the common stock of the Company.
Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Uncertificated Warrant means any Warrant which is not a Certificated Warrant;
Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011, (the “Purchase Agreement”) between Arena Pharmaceuticals, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested: Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement; Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of November 8, 2011 (the “Purchase Agreement”) between Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.11 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: By: Name Title: Address: Facsimile No. EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE The undersigned, the [ ] of Arena Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of November 8, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity, L.P., an international limited partnership organized under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
SPAC Warrants means SPAC Private Warrants and SPAC Public Warrants, collectively.
Certificated Warrant means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;