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Document Preview Common Stock Purchase Warrant |
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Title: |
Common Stock Purchase Warrant |
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Entities: |
Massachusetts Institute of Technology; TolerRx Inc |
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Date: |
2003 |
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Size: |
Preview shows 3KB of 28KB total |
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Price: |
$37 |
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ID: |
#130980 |
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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, MORTGAGED, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO
TOLERRX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
November 20, 2001
TOLERRX, INC.
COMMON STOCK PURCHASE WARRANT
This Warrant (the "WARRANT") entitles MASSACHUSETTS INSTITUTE OF
TECHNOLOGY (the "HOLDER"), for value received, to purchase from TOLERRX, INC., a
Delaware corporation (the "COMPANY"), at any time, subject to the restrictions
set forth in Section 2 hereof, during the period starting from 5:00 a.m. on the
Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Boston time,
on the Expiration Date (as defined in Section 1 below), at which time this
Warrant shall expire and become void, up to ONE HUNDRED THOUSAND (100,000)
shares of the Company's common stock, $0.001 par value per share, subject to
adjustment as set forth herein (the "WARRANT SHARES"), for a price per share of
$1.00, subject to adjustment as set forth herein (the "EXERCISE PRICE"). This
Warrant also is subject to the following terms and conditions:
1. DEFINITIONS. As used in this Warrant, the following terms
shall have the respective meanings set forth below or elsewhere in this Warrant
as referred to below:
"COMMON STOCK" shall mean common stock, $0.001 par value per share, of
the Company.
"COMPANY" shall have the meaning set forth in the preamble of this
Warrant.
"EXERCISE PRICE" shall have the meaning set forth in the preamble of
this Warrant.
"EXPIRATION DATE" shall mean the earliest to occur of (i) the one year
anniversary of the date of termination of the lease agreement (the "LEASE"),
dated November 20, 2001, between the Company and the Holder, for space at 300
Technology Square, Cambridge, Massachusetts, or (ii) the closing of a
consolidation or merger of the Company with another corporation (other than a
merger in which the Company is the surviving corporation) or the sale of all or
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