Thursday, June 29, 2017 5:46:57 PM
"Securities Purchase Agreement
On June 28, 2017, the Company and Dialog Semiconductor plc (“Dialog plc”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which the Company agreed to sell to Dialog plc 976,139 shares (“Shares”) of the Company’s common stock (“Common Stock”) and a warrant (“Warrant”) to purchase up to 654,013 shares (“Warrant Shares”) of Common Stock for an aggregate purchase price of approximately $15,000,000. The Warrant may only be exercised on a cashless basis at a price of $19.9766 per share, and may be exercised at any time between the date that is six months and a day after the closing date of the transaction (the “Closing Date”) and the three-year anniversary of the Closing Date.
The Securities Purchase Agreement also provides that, until the earlier of (i) the three-year anniversary of the Closing Date or (ii) the effective date of termination of the Strategic Alliance Agreement between the Company and Dialog plc dated as of November 6, 2016 (the “Voting Period”), Dialog plc and its affiliates agreed to vote the Shares and Warrant Shares in the manner recommended by the Company’s board of directors (the “Board”), with specified exceptions. In elections of Board members, Dialog plc and its affiliates are obligated to vote the Shares and Warrant Shares in favor of individuals recommended by the Board for election. Prior to November 6, 2019, Dialog plc and its affiliates may not acquire any additional voting securities of the Company, other than Common Stock issuable upon exercise of warrants currently owned by Dialog plc or its affiliates, without consent of the Board. Dialog plc also agreed to restrictions on its ability to seek to control the management. Dialog plc will not sell, transfer or otherwise dispose of the Shares or Warrant Shares for a period of six months after the closing of the transaction, subject to certain exceptions, and Dialog plc agreed not to sell more than a specified amount of Shares or Warrant Shares in any calendar week through the end of the Voting Period. The Company agreed to file registration statements registering Dialog plc’s re-offer and resale of the Shares and the Warrant Shares under certain circumstances. "
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