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Document Preview Common Stock Private Purchase Agreement |
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Title: |
Common Stock Private Purchase Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 7KB of 68KB total |
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Price: |
$42 |
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ID: |
#2186978 |
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This COMMON STOCK PRIVATE PURCHASE AGREEMENT (this Agreement) is dated as of October 21, 2005 by and between Nymox Pharmaceutical Corporation, a Canadian corporation (the Company), and Lorros-Greyse Investments, Ltd. (the Purchaser).
The parties hereto agree as follows:
Section 1.1 Certain Definitions.
a) Average Price shall be the average of the Closing Prices of the Companys Common Stock for each Trading Day in the Draw Down Period.
b) Closing Price shall mean the price for the last reported trade as recorded by the Principal Market for the Trading Day.
c) Current SEC Documents shall mean the Companys Annual Report, as amended, for the year ended December 31, 2004, including the accompanying financial statements, and the Companys latest Quarterly Report, as filed with the U.S. Securities and Exchange Commission (the SEC) and as available on the SECs Electronic Data Gathering, Analysis, and Retrieval system (EDGAR).
d) Draw Down shall have the meaning assigned to such term in Section 6.1(a) hereof.
e) Draw Down Closing Date shall have the meaning assigned to such term in Section 6.1(b) hereof.
f) Draw Down Pricing Period shall have the meaning assigned to such term in Section 6.1(a) hereof.
g) Material Adverse Effect shall mean any adverse effect on the business, operations, properties or financial condition of the Company that materially impairs the ability of the Company and its subsidiaries and affiliates, taken as a whole, to perform any of its material obligations under this Agreement or to carry on its obligations, and shall include the loss for any reason to the Company of the services of Dr. Paul Averback.
h) Principal Market shall mean initially the Nasdaq SmallCap Market, and shall include the Nasdaq National Market, the American Stock Exchange or the New York Stock Exchange if the Company is listed and trades on such market or exchange.
i) SEC Documents shall mean all reports, schedules, forms, statements and other documents or material that are available on the SECs EDGAR system and that were filed by the Company with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated by reference.
j) Shares shall mean, collectively, the shares of Common Stock of the Company being subscribed for hereunder, or, in the appropriate context, the shares of Common Stock of the Company issued with respect to a Draw Down.
k) Trading Day shall mean any day on which the Principal Market is open for business.
Section 2.1 Purchase and Sale of Stock. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company up to Thirteen Million Dollars ($13,000,000) of the Companys Common Stock, no par value per share (the Common Stock), based on Draw Downs requested under this Agreement. This Agreement replaces the earlier Common Stock Private Purchase Agreement between the Purchaser and the Company dated October 4, 2004.
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