|
|
|
|
Document Preview Securities Exchange Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Securities Exchange Agreement |
|||
|
Entities: |
Antares Pharma, Inc.; Eli Lilly & Co.; Leonard, Street and Deinard; Lowenstein Sandler PC |
|||
|
Date: |
2003 |
|||
|
Size: |
Preview shows 5KB of 66KB total |
|||
|
Price: |
$44 |
|||
|
ID: |
#163163 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
SECURITIES EXCHANGE AGREEMENT
THIS SECURITIES EXCHANGE AGREEMENT (Agreement) is made as of the 12th day of September, 2003 by and among Antares Pharma, Inc., a Minnesota corporation (the Company), and the Investors set forth on Schedule I affixed hereto, as such Schedule may be amended from time to time in accordance with the terms of this Agreement (each an Investor and collectively the Investors).
Recitals
A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (Regulation D), as promulgated by the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended; and
B. The Investors wish to exchange the aggregate principal value, together with accrued interest, due and owing on their Debentures (as defined herein), upon the terms and conditions stated in this Agreement, for such number of shares of the Companys Series D Convertible Preferred Stock, par value $0.01 per share, having a value equivalent to such Debentures.
In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings here set forth:
Affiliate means, with respect to any Person, any other Person which directly or indirectly Controls, is Controlled by, or is under common Control with, such Person.
Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.
Preferred Stock means the Series D Convertible Preferred Stock, par value $0.01 per share, of the Company, and any securities into which the Preferred Stock may be reclassified, the rights and preferences of which are described on the Certificate of Designations, Preferences and Rights (the Certificate of Designations) attached hereto as Exhibit A.
Common Stock means the common stock, par value $0.01 per share, of the Company.
Companys Knowledge means the actual knowledge of the officers of the Company, after due inquiry.
Confidential Information means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and
|
End of Preview |
Home Intelligence Services Subscriptions News About Us