Headings Contract Clauses (37,749)

Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. 3 22. 8 24. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement. 3 22. 5 25. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

Headings. The headings herein in this Agreement and in any Terms Agreement are included for have been inserted as a matter of convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement.

Headings. The headings herein used in this Agreement and in any Terms Agreement are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement.

Headings. The heads headings as to the contents of particular paragraphs herein are intended only for convenience and are in no way to be constructed as a part of this Lease of as of a limitation of the scope of the particular paragraphs to which they refer.

Headings. The heads Headings as to the contents of particular paragraphs herein of this lease are intended inserted only for convenience and are in no way to be constructed construed as a part of this Lease lease or as of a limitation or expansion of the scope of the particular paragraphs to which they refer.

Headings. The article and section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Headings. The article and section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Headings. The article and section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Headings. The section headings in this Agreement are for convenience of reference only and will in no event affect the meaning or interpretation of this Agreement.24. Agreement.25. Duration of Terms. The respective rights and obligations of the parties hereunder will survive any termination of Employee's employment and the termination of the Term to the extent necessary to give effect to such rights and obligations.25. obligations.26. Entire Agreement. This Agreement and the documents and Attachments... referenced herein: (a) constitute the entire agreement among Employer and Employee with respect to the subject matter hereof; (b) supersede any prior agreement or understanding among or between them with respect to such subject matter, except any prior confidentiality agreement or assignment of rights agreement Employee signed for the benefit of Employer or its affiliates; matter; and (c) may not be amended except in a writing signed by both Employer and Employee. 13 27. Legal Fees. Employer shall, within 30 days of receipt of an invoice therefore, directly pay reasonable legal fees incurred by Employee in the course of negotiating this Agreement (and matters ancillary thereto). View More

Headings. The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, amend demand or affect its provisions.

Headings. The Section section headings appearing in this Agreement Amendment are for purposes of easy reference and shall not be considered a part of this Agreement Amendment or in any way modify, amend or affect its provisions.

Headings. The headings of the sections hereof in this Plan are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. hereof.

Headings. The headings of in the sections hereof Plan are inserted for convenience only and shall will not be deemed to constitute a part hereof nor to affect the meaning thereof.

Headings. The headings and captions in this Agreement Amendment are for convenience only and in no way define or describe the scope or of content of any provision of this Agreement. Amendment.

Headings. The headings and captions in this Agreement are for convenience only and in no way do not define or describe the scope or content of any provision of this Agreement.

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. 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