Exelixis Common Stock definition
Examples of Exelixis Common Stock in a sentence
In no event shall such assignment alter the definition of “Exelixis Common Stock” except as a result of the surviving or resulting “parent” entity in a merger being other than Exelixis, in which case any reference to Exelixis Common Stock shall be deemed to instead reference the common stock, if any, of the surviving or resulting entity.
The Registration Statement prepared pursuant hereto shall register for resale that number of shares of Exelixis Common Stock equal to the number of Purchase Option Related Registrable Securities as would be issued pursuant to the terms of the Purchase Option Agreement.
Exelixis shall calculate the Exelixis Common Stock Valuation in accordance with this Section 2(e), subject to review and concurrence by Holdings.
For the avoidance of doubt, the value of Exelixis Common Stock (determined in accordance with Section 2(e) hereof) delivered in connection with the exercise of the Purchase Option may constitute up to 100% of the total consideration to be tendered for payment of the Purchase Option Exercise Price, calculated using the Exelixis Common Stock Valuation (as defined herein) procedure.
Any provisions in the Agreement or any other Operative Document referring to Exelixis’ ability to pay or otherwise relating to the procedures by which Exelixis may pay part of the Purchase Price in Exelixis Common Stock are hereby amended such that Exelixis may pay all or part of the Purchase Price in Exelixis Common Stock by and in accordance with this Amendment.
Pursuant to the Share Exchange and Assignment Agreement of even date herewith (the "Merger Agreement"), Exelixis proposes to acquire rights to all of the capital stock of the Company (the "Merger"), and the Stockholders will have the right to receive shares of common stock of Exelixis, par value $.001 per share (the "Exelixis Common Stock").
Exelixis may include in the Registration Statement under this Section 1 any other shares of Exelixis Common Stock.
Subject to Sections 2(a) and 2(e), the Purchase Price may be paid in cash or in a combination of cash and Exelixis Common Stock, at the sole discretion of Exelixis.
If Exelixis Common Stock is not traded on a national exchange or the NASDAQ National Market, then Exelixis shall be obligated to pay the Purchase Price solely in cash on the Purchase Option Closing Date.
The shares of Exelixis Common Stock that are 90-Day Lock-up Shares and 180-Day Lock-up Shares shall be represented by share certificates having legends reflecting the restrictions of this Section 2(k) applicable to the 90-Day Lock-up Shares and the 180-Day Lock-up Shares, as applicable and provide that such legend expires without further action by the holder thereof or Exelixis on the applicable expiration date therefor.