Full Press Release Details
Securities Purchase Agreement (this Agreement ) is dated as
of April 26, 2017, between ChromaDex Corporation, a Delaware
corporation (the Company ), and each
purchaser identified on the signature pages hereto (each, including
its successors and assigns, a Purchaser and
collectively the Purchasers ).
the terms and conditions set forth in this Agreement, the Company
desires to issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company,
securities of the Company as more fully described in this
Company and each Purchaser intend to enter into a registration
rights agreement (the Registration Rights
Agreement ), which shall provide for, among other
things, the terms and conditions upon which the Shares shall be
registered for re-sale under the Securities Act.
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 agree as follows:
In addition to the terms defined elsewhere in this Agreement, for
all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:
Person shall have the
meaning ascribed to such term in Section 4.4.
Action shall have the
meaning ascribed to such term in Section 3.1(j).
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 405 under the Securities Act.
Board of Directors means
the board of directors of the Company.
Business Day means any
day except any Saturday, any Sunday, any day which is a federal
legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by
law or other governmental action to close.
Change of Control means
the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events: (i) any
person (as such term is used in Section 13(d) and
14(d) of the Exchange Act (as defined below)) becomes the
beneficial owner (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting
power of the Company's then outstanding securities other than
by virtue of a merger, consolidation or similar transaction; (ii)
the consummation of a merger or consolidation of the Company with
or into another entity or any other corporate reorganization (or
similar transaction), if more than fifty percent (50%) of the
combined voting power of the continuing or surviving entity's
securities outstanding immediately after such merger, consolidation
or other reorganization (or similar transaction) is owned by
persons who were not stockholders of the Company immediately prior
to such merger, consolidation or other reorganization; or (iii) the
consummation of a sale, transfer or other disposition of all or
substantially all of the Company's assets.
applicable, the First Closing, the Second Closing and/or the Third
Closing Date means, as
applicable, the First Closing Date, the Second Closing Date and/or
the Third Closing Date.
Commission means the
United States Securities and Exchange Commission.
Common Stock means the
common stock of the Company, par value $0.001 per share, and any
other class of securities into which such securities may hereafter
be reclassified or changed.
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, right,
option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the
holder thereof to receive, Common Stock.
Counsel means Cooley LLP, with offices located at
4401 Eastgate Mall, San Diego, CA 92121.
Employee Plan means (A)
an employee benefit plan within the meaning of Section 3(3) of
ERISA whether or not subject to ERISA; (B) stock option plans,
stock purchase plans, bonus or incentive award plans, severance pay
plans, programs or arrangements, deferred compensation arrangements
or agreements, employment agreements, executive compensation plans,
programs, agreements or arrangements, change in control plans,
programs or arrangements, supplemental income arrangements,
vacation plans, and all other employee benefit plans, agreements,
and arrangements, not described in (A) above; and (C) plans or
arrangements providing compensation to employee and non-employee
directors, in each case in which the Company or any ERISA Affiliate
sponsors, contributes to, or provides benefits under or through
such plan, or has any obligation to contribute to or provide
benefits under or through such plan, or if such plan provides
benefits to or otherwise covers any current or former employee,
officer or director of the Company or any ERISA Affiliate (or their
spouses, dependents, or beneficiaries).
Interest means any share, capital stock, partnership,
limited liability company, member or similar equity interest or
voting right in any Person, and any option, warrant, right
(including conversion, stock appreciation, put, call, redemption,
repurchase or similar rights), security (including debt
securities), commitment, obligation, agreement or arrangement that