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STEREOTAXIS, INC. filed this Form 8-K on 03/06/2018
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Section 1.

(a)    Securities Purchase Agreement; Amendment. This Warrant is issued in replacement of one of the warrants originally issued (the “Original Warrant”) pursuant to Section 1 of that certain Securities Purchase Agreement dated as of September 26, 2016, among the Holder (or a predecessor in interest), the Company and the other Persons (as defined below) referred to therein (as such agreement may be amended from time to time as provided in such agreement, the “Securities Purchase Agreement”) or of any warrants issued in exchange or substitution therefor or replacement thereof (all such warrants being collectively referred to as the “SPA Warrants”). This replacement Warrant amends and restates said Original Warrant pursuant to the Consent and Amendment dated February [    ], 2018 between the Company and the requisite number of holders pursuant to Section 15 of such Original Warrant (the “Consent and Amendment”). Each capitalized term used, and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.

(b)    Definitions. The following words and terms as used in this Warrant shall have the following meanings:

(i)    “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 under the Securities Act (“Rule 144”). Any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Holder will be deemed to be an Affiliate of the Holder.

(ii)    “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(iii)    “Common Shares” means (i) shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) any shares in the capital of the Company into which such shares of Common Stock shall have been changed or any shares in the capital of the Company resulting from a reclassification of such common shares.

(iv)    “Convertible Security” means shares or securities (other than Options) directly or indirectly convertible into or exchangeable or exercisable for Common Shares.

(v)    “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated by the SEC thereunder.

(vi)     “Expiration Date” means the date that is five (5) years after the Original Warrant Date (as defined in Section 13) or, if such date does not fall on a Business Day, then the next Business Day.

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