Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.
Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Pledge Amendment shall have the meaning assigned to such term in Section 5.1 hereof.
Pledge Supplement means any supplement to this agreement in substantially the form of Exhibit A.
Series B Purchase Agreement has the meaning set forth in the Recitals.
Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.
Pledge Certificate means a Pledge Certificate in the form attached to this Appendix "C" as Schedule 1 executed by a duly authorized officer of the applicable Fund and delivered by such Fund to the Custodian by facsimile transmission or in such other manner as the applicable Fund and the Custodian may agree in writing.
Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.
Pledge Agreement Supplement means, with respect to each Pledge Agreement, the Pledge Agreement Supplement in the form affixed as an Exhibit to such Pledge Agreement.
New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.
Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;
Company Option Plans means the Company 1994 Incentive Stock Plan, the Company 1995 Outside Director’s Stock Option Plan and the Company 2004 Incentive Stock Plan.
IP Security Agreement Supplement has the meaning specified in the Security Agreement.
Existing Senior Notes means the Existing 2020 Senior Notes and the Existing 2021 Senior Notes, collectively.
the first supplementary agreement means the agreement of which a copy is set out in the Second Schedule;
Qualifying Amendment means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the Company Recommendation, (ii) a statement of the reasons of the Board of Directors of the Company for making such Change in the Company Recommendation and (iii) additional information reasonably related to the foregoing.
Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.