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Title: |
Stock Purchase Agreement [Form] |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 7KB of 39KB total |
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Price: |
$45 |
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ID: |
#281419 |
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FORM OF
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is dated as of the
19th day of July, 2000 by and between La Jolla Pharmaceutical Company, a
Delaware corporation with its principal office at 6455 Nancy Ridge Drive, San
Diego, California (the "COMPANY"), and the several purchasers named in Exhibit A
attached hereto (each, a "PURCHASER" and collectively, the "PURCHASERS").
WHEREAS, the Company desires to issue and sell to the Purchasers an
aggregate of up to 4,800,000 shares (the "SHARES") of the authorized but
unissued shares of common stock, $0.01 par value per share, of the Company (the
"COMMON STOCK"); and
WHEREAS, the Purchasers, severally, wish to purchase the Shares on the
terms and subject to the conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual agreements,
representations, warranties and covenants herein contained, the parties hereto
agree as follows:
1. Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
(a) "Affiliate" of a party means any corporation or other
business entity controlled by, controlling or under common control with such
party. For this purpose "CONTROL" shall mean direct or indirect beneficial
ownership of fifty percent (50%) or more of the voting or income interest in
such corporation or other business entity.
(b) "Closing Date" means the date of the Closing.
(c) "Exchange Act" means the Securities Exchange Act of
1934, as amended, and all of the rules and regulations promulgated thereunder.
(d) "Registration Rights Agreement" shall mean that
certain Registration Rights Agreement, dated as of the date hereof, among the
Company and the Purchasers.
(e) "Majority Purchasers" shall mean Purchasers which, at
any given time, hold greater than fifty percent (50%) of the voting power of the
outstanding Shares.
(f) "SEC" shall mean the Securities and Exchange
Commission.
(g) "Securities Act" shall mean the Securities Act of
1933, as amended, and all of the rules and regulations promulgated thereunder.
2. Purchase and Sale of Shares.
2.1 Purchase and Sale. Subject to and upon the terms and
conditions set forth in this Agreement, the Company agrees to issue and sell to
each Purchaser, and each Purchaser, severally, hereby agrees to purchase from
the Company, at the Closing, the number of shares of Common Stock set forth
opposite the name of such Purchaser under the heading "Number of Shares to be
Purchased" on Exhibit A hereto, at a purchase price of $6.125 per share. The
total purchase price payable by each Purchaser for the number of shares of
Common Stock that such Purchaser is hereby agreeing to purchase is set forth
opposite the name of such Purchaser under the heading "Purchase Price" on
Exhibit A hereto. The aggregate purchase price payable by the Purchasers to the
Company for all of the Shares shall be $29,400,000.
2.2 Closing. The closing of the transactions contemplated
under this Agreement (the "CLOSING") shall take place at the offices of Gibson,
Dunn & Crutcher LLP in Irvine, California on the second business day after the
Company shall have given written notice to (the "Closing Notice") the Purchasers
that all of the conditions precedent set forth in Section 6.1 have been
satisfied in full or at such other location, date and time as may be agreed upon
between the Purchasers and the Company. At the Closing, the Company shall
deliver to each Purchaser a single stock certificate, registered in the name of
such Purchaser, representing the number of shares of Common Stock
1
{PAGE}
purchased by such Purchaser, against payment of the purchase price therefor by
wire transfer of immediately available funds to such account or accounts as the
Company shall designate in writing.
3. Representations and Warranties of the Company. The Company
hereby represents and warrants to each of the Purchasers as follows:
3.1 Incorporation. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is qualified to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification, except where the failure to so qualify would not have a material
adverse effect upon the Company. The Company has all requisite corporate power
and authority to carry on its business as now conducted.
3.2 Capitalization. The authorized capital stock of the
Company consists of (i) 100,000,000 shares of Common Stock, of which 24,486,234
shares are outstanding as of June 30, 2000, and (ii) 8,000,000 shares of
preferred stock, of which no shares are outstanding on the date hereof. Except
as set forth in Schedule 3.2 hereto, there are no existing options, warrants,
calls, preemptive (or similar) rights, subscriptions or other rights,
agreements, arrangements or commitments of any character obligating the Company
to issue, transfer or sell, or cause to be issued, transferred or sold, any
shares of the capital stock of the Company or other equity interests in the
Company or any securities convertible into or exchangeable for such shares of
capital stock or other equity interests, and there are no outstanding
contractual obligations of the Company to repurchase, redeem or otherwise
acquire any shares of its capital stock or other equity interests.
3.3 Authorization. All corporate action on the part of
the Company, its officers, directors and stockholders necessary for the
authorization, execution, delivery and performance of this Agreement and the
Registration Rights Agreement and the consummation of the transactions
contemplated herein and therein has been taken. When executed and delivered by
the Company, each of this Agreement and the Registration Rights Agreement shall
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