Headings Contract Clauses (37,892)

Headings. Headings to sections herein are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 21 19 CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and have been separately filed with the Commission.

Headings. Headings and subheadings in this Plan are inserted for convenience or of reference only and are not to be considered in the construction of the provisions hereof.

Headings. Headings and subheadings in this Plan are inserted for convenience or of reference only and are not to be considered in the construction of the provisions hereof.

Headings. Headings and subheadings in this Plan are inserted for convenience or of reference only and are not to be considered in the construction of the provisions hereof.

Headings. The headings used herein are for the convenience of reference only and are not intended to have any independent legal significance. significance or to be used in the construction of this Agreement.

Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 16 19. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State Commonwealth of West Virginia (but not including the any choice of law rules thereof). rule thereof that would cause the laws of another jurisdiction to apply). View More

Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 33 If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, TETRAPHASE PHARMACEUTICALS, INC. By: /s/ Guy Macdonald Name: Guy Macdonald Title: CEO Accepted: For themselves and as Representatives of the... several Underwriters named in Schedule I hereto By BMO CAPITAL MARKETS CORP. By: /s/ Mihir Mantri Authorized Representative By STIFEL, NICOLAUS & COMPANY, INCORPORATED By: /s/ Seth Rubin Authorized Representative By GUGGENHEIM SECURITIES, LLC By: /s/ Stuart Duty Authorized Representative SCHEDULE I Underwriters Number of Shares ofFirm Stock BMO Capital Markets Corp. 1,548,000 1,422,000 Stifel, Nicolaus & Company, Incorporated 1,462,000 1,343,000 Guggenheim Securities, LLC 516,000 Nomura 474,000 JMP Securities International, Inc. 387,000 SunTrust Robinson Humphrey, Inc. 387,000 LLC 355,500 Needham & Co., LLC 355,500 Total 4,300,000 3,950,000 SCHEDULE II PERSONS DELIVERING LOCK-UP AGREEMENTS Directors L. Patrick Gage Garen Bohlin John G. Freund Steven R. Gullans Nancy Wysenski Jeffrey A. Chodakewitz Officers Guy Macdonald David C. Lubner Patrick T. Horn Craig Thompson Maria Stahl SCHEDULE III ORALLY CONVEYED PRICING INFORMATION 1. $35.00 $19.00 per share 2. 4,300,000 3,950,000 shares of Firm Stock and 645,000 592,500 shares of Option Stock. SCHEDULE IV ISSUER FREE WRITING PROSPECTUSES – ROAD SHOW MATERIALS Electronic Road Show. SCHEDULE V ISSUER FREE WRITING PROSPECTUS None. SCHEDULE VI WRITTEN TESTING-THE-WATERS COMMUNICATIONS None. Exhibit A EXHIBIT A LOCK-UP LETTER AGREEMENT EXHIBIT B-1 FORM OF OPINION OF COMPANY'S COUNSEL EXHIBIT B-2 FORM OF OPINION OF COMPANY'S REGULATORY COUNSEL EXHIBIT B-3 FORM OF OPINION OF COMPANY'S PATENT COUNSEL EX-1.1 2 d892030dex11.htm EXHIBIT 1.1 d806099dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Exhibit 1.1 EXECUTION VERSION 4,300,000 3,950,000 TETRAPHASE PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT March 11, 2015 October 16, 2014 BMO CAPITAL MARKETS CORP. STIFEL, NICOLAUS & COMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o BMO Capital Markets Corp. 3 Times Square Square, Floor 27 New York, NY 10036 Ladies and Gentlemen: Tetraphase Pharmaceuticals, Inc., a Delaware corporation (the "Company"), proposes to sell 4,300,000 3,950,000 shares (the "Firm Stock") of the Company's common stock, par value $0.001 per share (the "Common Stock"). In addition, the Company proposes to grant to the underwriters (the "Underwriters") named in Schedule I attached to this agreement (this "Agreement") an option to purchase up to 645,000 592,500 additional shares of the Common Stock on the terms set forth in Section 2 (the "Option Stock"). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the "Stock". This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters. View More

Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.

Headings. The headings of the various sections of this Amendment have been inserted for convenience or reference only and shall not be deemed to be a part of this Amendment.

Headings. The headings in captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and will shall not be deemed to be part of this Agreement. I-5 9. 6 8. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will shall not in any way be affected or impaired thereby.

Headings. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Agreement, unless otherwise stated. 10 23. 19. Regulatory Provisions. Notwithstanding anything to the contrary contained in this Agreement, any payments to Mr. Herndon Vento by the Company and/or the Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon... their compliance with, to the extent applicable, Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. [The next page is the signature page.] 11 THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. THIS AGREEMENT ALSO PROVIDES FOR A WAIVER OF JURY TRIAL PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES. View More