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Title: |
Securities Purchase Agreement |
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Date: |
2004 |
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Size: |
Preview shows 8KB of 83KB total |
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Price: |
$41 |
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ID: |
#365179 |
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This Securities Purchase Agreement (this ?Agreement?) is dated as of March 31, 2004, by and among NUR Macroprinters Ltd., an Israeli corporation (the ?Company?), and the purchasers listed on Schedule 1 hereto and who are signatories hereto (each a ?Purchaser? and collectively, the ?Purchasers?).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company the (i) number of shares of Common Stock, and (ii) Warrants set forth opposite each Purchaser?s name on Schedule 1 hereto (collectively, the ?Offering?).
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agrees as follows:
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:
?Action? shall have the meaning ascribed to such term in Section 3.1(j).
?Agent Shares? shall have the meaning ascribed to such term in Section 2.6 of this Agreement.
?Agent Warrant Agreement? shall mean the Placement Agent?s Warrant Agreement dated as of the Closing Date.
?Agent Warrants? shall have the meaning ascribed to such term in Section 2.6 of this Agreement.
?Affiliate? means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.
?Business Day? means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
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?Closing? means the closing of the purchase and sale of the Common Stock and the Warrants pursuant to Section 2.1 on March 31, 2004, or such other date as agreed to by the parties.
?Closing Date? means the date of the Closing.
?Closing Price? means on any particular date (a) the last reported closing price per share of Common Stock on such date on the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York time) as the last reported closing price for regular session trading on such day), or (b) if there is no such price on such date, then the closing price on the Trading Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York time) as the closing price for regular session trading on such day).
?Commission? means the Securities and Exchange Commission.
?Common Stock? means the Company?s ordinary shares, NIS 1.0 nominal value per share, and any securities into which such Common Stock may hereafter be reclassified.
?Common Stock Equivalents? means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
?Disclosure Schedules? means the Disclosure Schedules attached hereto.
?Effective Date? means the date that the Registration Statement is first declared effective by the Commission.
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