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SEC Filings

OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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transferee. To the extent that the Selling Stockholder’s Offered Shares are subject to the Company’s right of first refusal pursuant to a stock purchase agreement or stock restriction agreement, the Company shall have a period of 30 days from the date of delivery of the Sale Notice to give written notice (the “Company Notice”) to the Selling Stockholder of its decision whether or not to purchase some or all of the Offered Shares. The Company shall simultaneously deliver a copy of the Company Notice to each of the Investors.
          1.3 If the Company elects not to purchase all of the Offered Shares, the Investors shall have the option, for 30 days following their receipt of the Company Notice, to purchase some or all of the remaining Offered Shares at the price and upon the terms set forth in the Sale Notice. Each Investor shall have the right to purchase its pro-rata share of the Offered Shares, or remaining Offered Shares, as the case may be, which pro-rata share is based upon the Conversion Shares (as defined below) held by such Investor relative to the aggregate number of Conversion Shares held by all Investors. If any Investors do not exercise their right of first refusal, the Shares that would otherwise be allocated to such non-exercising Investors shall be allocated to each exercising Investor on a pro-rata basis (based upon the number of Conversion Shares held by such Investor relative to the aggregate number of Conversion Shares held by all such exercising Investors), provided that the Right of First Refusal must be exercised, if at all, prior to the expiration of such 30-day period. In the event an Investor elects to purchase some or all of the remaining Offered Shares, it shall give written notice of its election to the Company and the Selling Stockholder within such 30-day period, and the settlement of the sale of such Offered Shares shall be made as provided below in Subsection 1.4 of this Section 1.
          1.4 The closing of the purchase and sale of the Offered Shares shall take place on a date agreed upon by the Selling Stockholder and purchaser or purchasers of the Offered Shares, but in any event within 60 days following the date of the Company Notice, at the principal office of the Company on the terms and conditions set forth in the Sale Notice.
          1.5 For purposes of this Section 1, a “Permitted Transfer” shall mean
               (a) Any repurchase of Common Stock by the Company pursuant to a right of repurchase upon the termination of the transferring Common Stockholder’s employment or consulting relationship with the Company;
               (b) Any transfer to the transferring Common Stockholder’s ancestor, descendant, sibling or spouse, a limited liability company of which the only members are the stockholder and/or members of his immediate family or to a trust for their benefit or a partnership that is owned entirely by the transferring Common Stockholder’s ancestors, descendants, siblings or spouse;
               (c) Any sale or transfer by a Common Stockholder of up to 1% of the total number of shares of Common Stock held by such Common Stockholder on the date of this Agreement;
provided, in each case, that (either than clause (a) above), that the transferee or donee (each a “Permitted Transferee”) shall furnish the Company and the Investors with a written agreement to be bound by and comply with all provisions of this Agreement.

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