Purchase and Sale Procedures. At the Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,750,000.00 of Debentures and Warrants. The purchase and sale of the Securities to each Purchaser hereunder is expressly conditioned on (a) the public announcement by the Company that it has entered into a definitive agreement for the acquisition by the Company of Ester Neurosciences Ltd., an Israeli company, and that it intends to call an extraordinary general meeting of shareholders to effect a reverse stock split for the purpose of bringing the Company into compliance with the continuing listing requirements of the Nasdaq Capital Market (the “Announcement”), and (b) such Purchaser’s satisfactory review of the Prospectus Supplement. Prior to the satisfaction of each of such conditions, this Agreement shall only constitute an indication of interest by the purchaser in the offered securities. The process for funding and delivery of the Securities to each Purchaser shall be as follows: (1) no later than 4:00 PM Eastern Standard Time in the United States (“EST”) on the date of this Agreement, the Purchaser shall deliver executed signature pages hereto, and the Company shall deliver legal opinions of Company Counsel, substantially in the forms of Exhibits B and C attached hereto, in each case to a mutually-agreed third party to be held pending release of funds; (2) prior to the end of the calendar day on the date of this Agreement, the Company shall provide to each Purchaser a copy of the Prospectus Supplement; (3) the Company plans to make the Announcement prior to 7:30 AM EST on the business day following the date of this Agreement, whereupon the condition in clause (a) above shall be satisfied; (4) on the business day following the date of this Agreement (assuming the condition in clause (a) above is satisfied as provided in the preceding clause (3)), (A) at 7:30 AM EST, the condition in clause (b) above shall be satisfied, unless prior to that time the Company receives notice in writing from the Purchaser that the Purchaser is not satisfied with the Prospectus Supplement, such notice to be faxed to: 011 3531 6699 028, Attention: ▇▇▇ ▇▇▇▇▇, or e-mailed to:▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; (B) simultaneously with the satisfaction of the condition in clause (b) above as provided in the preceding clause (A), the signature pages and legal opinion referred to in clause (1) shall be released to the parties, and (C) no later than 5:00 PM EST, the Purchaser shall deliver immediately available funds equal to its Subscription Amount by wire transfer to the following account: Account Name: Amarin Corporation plc Account No: 11427458 Sort Code: 30 - 93 - 05 Swift Code: ▇▇▇▇▇▇▇▇▇▇▇ IBAN No: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 0511 4274 58 (the date on which these events occur, the “Closing Date”); and
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Purchase and Sale Procedures. At the Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,750,000.00 4,376,000 of Debentures Shares and Warrants. The purchase and sale of the Securities to each Purchaser hereunder is expressly conditioned on (a) the public announcement by the Company that it has entered into a definitive agreement for the acquisition by the Company of Ester Neurosciences Ltd., an Israeli company, and that it intends in- tends to call an extraordinary general meeting of shareholders to effect a reverse stock split for the purpose of bringing the Company into compliance with the continuing listing requirements of the Nasdaq Capital Market (the “Announcement”), and (b) such Purchaser’s satisfactory review of the Prospectus Supplement. Prior to the satisfaction of each of such conditions, this Agreement shall only constitute an indication of interest by the purchaser in the offered securities. The process for funding and delivery of the Securities to each Purchaser shall be as follows:
(1) no later than 4:00 PM Eastern Standard Time in the United States (“EST”) on the date of this Agreement, the Purchaser shall deliver executed signature pages hereto, and the Company shall deliver legal opinions of Company Counsel, substantially in the forms of Exhibits B and C attached hereto, in each case to a mutually-agreed third party to be held pending release of funds;
(2) prior to the end of the calendar day on the date of this Agreement, the Company shall provide to each Purchaser a copy of the Prospectus Supplement;
(3) the Company plans to make the Announcement prior to 7:30 AM EST on the business day following the date of this Agreement, whereupon the condition in clause (a) above shall be satisfied;
(4) on the business day following the date of this Agreement (assuming the condition in clause (a) above is satisfied as provided in the preceding clause (3)), (A) at 7:30 AM EST, the condition in clause (b) above shall be satisfied, unless prior to that time the Company receives notice in writing from the Purchaser that the Purchaser is not satisfied with the Prospectus Supplement, such notice to be faxed to: 011 3531 6699 028, Attention: ▇▇▇ ▇▇▇▇▇, ▇ or e-mailed to:to: ▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; (B) simultaneously with the satisfaction of the condition in clause (b) above as provided in the preceding clause (A), the signature pages and legal opinion referred to in clause (1) shall be released to the parties, and (C) no later than 5:00 PM EST, the Purchaser shall deliver immediately available funds equal to its Subscription Amount by wire transfer to the following account: Account Name: Amarin Corporation plc Account No: 11427458 ▇▇▇▇▇▇▇▇ Sort Code: 30 - 93 - 05 Swift Code: ▇▇▇▇▇▇▇▇▇▇▇ IBAN No: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 0511 4274 58 (the date on which these events occur, the “Closing Date”); and
(5) on the business day following the Closing Date (the “Securities Delivery Date”), subject, as to each Purchaser, to receipt of such Purchaser’s Subscription Amount by the Company, the Company shall commence issuing the Securities by (a) causing the CREST account of the nominee of the ADS Depositary to be credited with the Shares issued and sold hereunder, (b) instructing the ADS Depositary to issue American Depositary Receipts evidencing ADSs in the amount to be registered to a nominated Depository Trust Company (“DTC”) account designated by the Purchaser in writing, and (c) issuing to the Purchaser a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by 0.33, with an exercise price equal to $0.48, subject to adjustment as provided therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date).
Appears in 1 contract
Purchase and Sale Procedures. At the Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,750,000.00 1,000,000 of Debentures Shares and Warrants. The purchase and sale of the Securities to each Purchaser hereunder is expressly conditioned on (a) the public announcement by the Company that it has entered into a definitive agreement for the acquisition by the Company of Ester Neurosciences Ltd., an Israeli company, and that it intends to call an extraordinary general meeting of shareholders to effect a reverse stock split for the purpose of bringing the Company into compliance with the continuing listing requirements of the Nasdaq Capital Market (the “Announcement”), and (b) such Purchaser’s satisfactory review of the Prospectus Supplement. Prior to the satisfaction of each of such conditions, this Agreement shall only constitute an indication of interest by the purchaser Purchaser in the offered securities. The process for funding and delivery of the Securities to each Purchaser shall be as follows:
(1) no later than 4:00 PM Eastern Standard Time in the United States (“EST”) on the date of this Agreement, the Purchaser shall deliver executed signature pages hereto, and the Company shall deliver legal opinions of Company Counsel, substantially in the forms of Exhibits B and C attached hereto, in each case to a mutually-agreed third party to be held pending release of funds;
(2) prior to the end of the calendar day on the date of this Agreement, the Company shall provide to each Purchaser a copy of the Prospectus Supplement;
(3) the Company plans to make the Announcement prior to 7:30 AM EST on the business day following the date of this Agreement, whereupon the condition in clause (a) above shall be satisfied;
(4) on the business day following the date of this Agreement (assuming the condition in clause (a) above is satisfied as provided in the preceding clause (3)), (A) at 7:30 AM EST, the condition in clause (b) above shall be satisfied, unless prior to that time the Company receives notice in writing from the Purchaser that the Purchaser is not satisfied with the Prospectus Supplement, such notice to be faxed to: 011 3531 6699 66 99 028, Attention: ▇▇▇ ▇▇▇▇▇, or e-mailed to:to: ▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; (B) simultaneously with the satisfaction of the condition in clause (b) above as provided in the preceding clause (A), the signature pages and legal opinion referred to in clause (1) shall be released to the parties, and (C) no later than 5:00 PM EST, the Purchaser shall deliver immediately available funds equal to its Subscription Amount by wire transfer to the following accountaccount of the Company: Bank: Wachovia Bank, NY, USA ABA No: 026–005–092 For the account of: Lloyds TSB plc Swift Code: ▇▇▇▇▇▇▇▇▇▇▇ For further credit to: Lloyds ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, Cambridge CB7 4EN U.K. Account Name: Amarin Corporation plc Account No: 11427458 ▇▇▇▇▇▇▇▇ Sort Code: 30 - – 93 - – 05 Swift Code: ▇▇▇▇▇▇▇▇▇▇▇ IBAN No: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 0511 4274 58 (the date on which these events occur, the “Closing Date”); and
(5) on the business day following the Closing Date (the “Securities Delivery Date”), subject, as to each Purchaser, to receipt of such Purchaser’s Subscription Amount by the Company, the Company shall commence issuing the Securities by (a) causing the CREST account of the nominee of the ADS Depositary to be credited with the Shares issued and sold hereunder, (b) instructing the ADS Depositary to issue American Depositary Receipts evidencing ADSs in the amount to be registered to a nominated Depository Trust Company (“DTC”) account designated by the Purchaser in writing, and (c) issuing to the Purchaser a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by 0.33, with an exercise price equal to $0.48, subject to adjustment as provided therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date).
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