Termination of a Material Definitive Agreement. On February 14, 2014, the Company entered into a purchase agreement (“Purchase Agreement”) and a registration rights agreement (“Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park purchased $2,000,000 of our Common Stock and the Company had the right to sell to Lincoln Park up to $25,000,000 in shares of its Common Stock, subject to certain limitations. On May 28, 2014, the Company and Lincoln Park entered into a Mutual Termination and Release Agreement (“Termination Agreement”) terminating the Purchase Agreement provided that: (i) the representations and warranties of Lincoln Park and the Company contained in the Purchase Agreement; (ii) the covenants regarding “Variable Rate Transactions” (as defined in the Purchase Agreement) contained in the Purchase Agreement (“Variable Rate Covenants”); (iii) the indemnification provisions set forth in Section 9 of the Purchase Agreement; (iv) the agreements and covenants set forth in the Purchase Agreement regarding notice, governing law and certain other related administrative provisions; and (v) the obligations of the Company to register for resale all 14,125,000 shares of Common Stock currently owned by Lincoln Park each survive such termination and continue in full force and effect indefinitely, and provided further that the Variable Rate Covenants will terminate upon the earlier of the one year anniversary of the effectiveness of the registration referred to in the preceding clause (v) (“Effective Date”) and the date on which Lincoln Park has sold all of its shares of Common Stock. Pursuant to the Termination Agreement, Lincoln Park has consented to the entry into of the Chardan Agreement, so long there are no provisions within the Chardan Agreement that in any manner, directly or indirectly, limit Lincoln Park’s ability to carry out or effect the sale of shares of Common Stock pursuant to a registration statement or otherwise, or in any manner, directly or indirectly, conflict with the surviving obligations under the Termination Agreement and the Company and Chardan execute the Chardan Agreement within three (3) calendar days from the Effective Date and the Company files a Current Report on Form 8-K to report such transaction within four (4) business days of the Chardan Agreement’s execution date. The Company has issued 1,062,500 shares of its Common Stock to Lincoln Park in connection with it consenting to this transaction. Item 9.01 Financial Statements and Exhibits.
Appears in 1 contract
Termination of a Material Definitive Agreement. On February 14, 2014, the Company entered into a purchase agreement (“Purchase Agreement”) and a registration rights agreement (“Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park purchased $2,000,000 of our Common Stock and the Company had the right to sell to Lincoln Park up to $25,000,000 in shares of its Common Stock, subject to certain limitations. On May 28, 2014, the Company and Lincoln Park entered into a Mutual Termination and Release Agreement (“Termination Agreement”) terminating the Purchase Agreement provided that: (i) the representations and warranties of Lincoln Park and the Company contained in the Purchase Agreement; (ii) the covenants regarding “Variable Rate Transactions” (as defined in the Purchase Agreement) contained in the Purchase Agreement (“Variable Rate Covenants”); (iii) the indemnification provisions set forth in Section 9 of the Purchase Agreement; (iv) the agreements and covenants set forth in the Purchase Agreement regarding notice, governing law and certain other related administrative provisions; and (v) the obligations of the Company to register for resale all 14,125,000 shares of Common Stock currently owned by Lincoln Park each survive such termination and continue in full force and effect indefinitely, and provided further that the Variable Rate Covenants will terminate upon the earlier of the one year anniversary of the effectiveness of the registration referred to in the preceding clause (v) (“Effective Date”) and the date on which Lincoln Park has sold all of its shares of Common Stock. Pursuant to the Termination Agreement, Lincoln Park has consented to the entry into of the Chardan Agreement, so long there are no provisions within the Chardan Agreement that in any manner, directly or indirectly, limit Lincoln Park’s ability to carry out or effect the sale of shares of Common Stock pursuant to a registration statement or otherwise, or in any manner, directly or indirectly, conflict with the surviving obligations under the Termination Agreement and the Company and Chardan execute the Chardan Agreement within three (3) calendar days from the Effective Date and the Company files a Current Report on Form 8-K to report such transaction within four (4) business days of the Chardan Agreement’s execution date. The Company has issued 1,062,500 shares of its Common Stock to Lincoln Park in connection with it consenting to this transaction. Item 9.01 Financial Statements and Exhibits.
Appears in 1 contract
Sources: Mutual Termination and Release Agreement (Nuvilex, Inc.)