EXHIBIT 10.44
SECURITIES PURCHASE AGREEMENT, dated as of October 3, 2006 (this "Agreement"),
among ACORDA THERAPEUTICS, INC., a Delaware corporation (the "Company"), and the
Purchasers listed on Exhibit A hereto, together with their permitted transferees
(each, a "Purchaser" and collectively, the "Purchasers").
INTRODUCTION
The Company and the Purchasers are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Section
4(2) of the Securities Act.
The Purchasers desire to purchase and the Company desires to sell, upon the
terms and conditions stated in this Agreement, shares of the Company's common
stock, par value $.001 per share (the "Common Stock").
The capitalized terms used herein and not otherwise defined have the meanings
given them in Article 7.
In consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Purchasers (severally and not jointly)
hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
SECTION 1.1
PURCHASE AND SALE OF SHARES.
AT THE CLOSING, THE
COMPANY WILL ISSUE AND SELL TO EACH PURCHASER, AND EACH PURCHASER WILL,
SEVERALLY AND NOT JOINTLY, PURCHASE FROM THE COMPANY THE NUMBER OF SHARES OF
COMMON STOCK (THE "SHARES") SET FORTH OPPOSITE SUCH PURCHASER'S NAME ON EXHIBIT
A HERETO.
THE PURCHASE PRICE FOR EACH SHARE SHALL BE $9.75 (THE "PURCHASE
PRICE"), WHICH REPRESENTS A DISCOUNT OF 15.22% TO THE CLOSING BID PRICE OF THE
COMMON STOCK AS REPORTED ON NASDAQ (SYMBOL "ACOR"), AS THE 4:00 P.M. EDT,
CLOSING BID PRICE ON OCTOBER 3, 2006.
SECTION 1.2
PAYMENT.
AT THE CLOSING, EACH PURCHASER WILL PAY THE
AGGREGATE PURCHASE PRICE SET FORTH OPPOSITE ITS NAME ON EXHIBIT A HERETO BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH WIRE INSTRUCTIONS
PROVIDED BY THE COMPANY TO THE PURCHASERS PRIOR TO THE CLOSING.
AT OR PROMPTLY
FOLLOWING THE CLOSING, THE COMPANY WILL INSTRUCT ITS TRANSFER AGENT TO CREDIT
EACH PURCHASER THE NUMBER OF SHARES SET FORTH ON EXHIBIT A (AND, UPON REQUEST,
WILL DELIVER STOCK CERTIFICATES TO THE PURCHASERS REPRESENTING THE SHARES)
AGAINST DELIVERY OF THE AGGREGATE PURCHASE PRICE ON THE CLOSING DATE.
SECTION 1.3
CLOSING DATE.
THE CLOSING OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT WILL TAKE PLACE ON OR ABOUT OCTOBER 6, 2006 (THE
"CLOSING DATE") AND THE CLOSING (THE "CLOSING") WILL BE HELD AT THE OFFICES OF
COVINGTON & BURLING, 1330 AVENUE OF THE
AMERICAS, NEW YORK, NEW YORK 10019 OR AT SUCH OTHER TIME AND PLACE AS SHALL BE
AGREED UPON BY THE COMPANY AND THE PURCHASERS HEREUNDER OF A MAJORITY IN
INTEREST OF THE SHARES.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchasers that:
SECTION 2.1
ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.
EACH OF
THE COMPANY AND ITS SUBSIDIARY IS DULY INCORPORATED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF ITS ORGANIZATION, WITH CORPORATE
POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED AS DISCLOSED
IN