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Title: |
Common Stock Purchase Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 4KB of 139KB total |
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Price: |
$53 |
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ID: |
#332126 |
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COMMON STOCK PURCHASE AGREEMENT
COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of April 23,
2001 by and between UNIGENE LABORATORIES, INC., a Delaware corporation (the
"Company"), and FUSION CAPITAL FUND II, LLC (together with its permitted
assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined
herein are defined in Section 10 hereof.
WHEREAS:
Subject to the terms and conditions set forth in this Agreement, the
Company wishes to sell to the Buyer, and the Buyer wishes to buy from the
Company, up to Twenty One Million Dollars ($21,000,000) of the Company's common
stock, par value $.01 per share (the "Common Stock"). The shares of Common Stock
to be purchased hereunder are referred to herein as the "Purchase Shares."
NOW THEREFORE, the Company and the Buyer hereby agree as follows:
1. PURCHASE OF COMMON STOCK.
Subject to the terms and conditions set forth in Sections 6, 7 and 9 below,
the Company hereby agrees to sell to the Buyer, and the Buyer hereby agrees to
purchase from the Company, shares of Common Stock as follows:
(a) Commencement of Purchases of Common Stock. The purchase and sale of
Common Stock hereunder shall commence (the "Commencement") within five (5)
Trading Days following the date of satisfaction (or waiver) of the conditions to
the Commencement set forth in Sections 6 and 7 below, (the date of such
Commencement, the "Commencement Date").
(b) Buyer's Purchase Rights and Obligations. Subject to the Company's right
to suspend purchases under Section 1(d)(ii) hereof, the Buyer shall purchase
shares of Common Stock on each Trading Day during each Monthly Period equal to
the Daily Base Amount at the Purchase Price in accordance with Section 1(e).
Within one (1) Trading Day of receipt of Purchase Shares, the Buyer shall pay to
the Company an amount equal to the Purchase Amount with respect to such Purchase
Shares as full payment for the purchase of the Purchase Shares so received. The
Company shall not issue any fraction of a share of Common Stock upon any
purchase. All shares of Common Stock (including fractions thereof) issuable upon
a purchase under this Agreement shall be aggregated for purposes of determining
whether the purchase would result in the issuance of a fraction of a share of
Common Stock. If, after the aforementioned aggregation, the issuance would
result in the issuance of a fraction of a share of Common Stock, the Company
shall round such fraction of a share of Common Stock up or down to the nearest
whole share. All payments made under this Agreement shall be made in lawful
money of the United States of America by wire transfer of immediately available
funds to such account as the Company may from time to time designate by written
notice in accordance with the provisions of this Agreement. Whenever any amount
expressed to be due by the terms of this Agreement is due on any day which is
not a Trading Day, the same shall instead be due on the next succeeding day
which is a Trading Day.
(c) Company's Right to Decrease or Increase the Daily Base Amount
{PAGE}
(i) Company's Right to Decrease the Daily Base Amount. The Company
shall always have the right at any time to decrease the amount of the Daily
Base Amount by delivering written notice (a "Daily Base Amount Decrease
Notice") to the Buyer which notice shall specify the amount of the new
Daily Base Amount. The decrease in the Daily Base Amount shall become
effective one Trading Day after receipt by the Buyer of the Daily Base
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