Company Stock Purchase Agreement definition

Company Stock Purchase Agreement is defined in Section 1.1.
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Company Stock Purchase Agreement means the Company Stock Purchase Agreement, dated as of November 7, 2005, as from time to time amended, modified or supplemented.
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Company Stock Purchase Agreement means the stock purchase agreement dated as of the date of this Agreement between Argon, the Purchasers listed on Schedule I thereto and the Purchasers' Representative. A "material adverse effect" on a party means (a) a material adverse effect on the business, assets, financial condition or results of operations of the party and its subsidiaries, taken as a whole except, in each case, to the extent arising or resulting from, or caused or attributable to, any of the following, individually or taken together: (i) general U.S., Japanese or global economic, political or market conditions to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party's geographic area, (ii) changes in applicable generally accepted accounting principles or Law, (iii) the public announcement of the Transactions, the consummation of the Transactions or the execution of the Transaction Agreements or (iv) acts of terrorism or war to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party's geographic area, (b) a material adverse effect on the ability of the party to perform its obligations under this Agreement or the other Transaction Agreements to which it is a party or (c) a material adverse effect on the ability of the party to consummate the Transactions to which it is a party.
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Examples of Company Stock Purchase Agreement in a sentence

  • The transactions contemplated by the Company Stock Purchase Agreement shall have been consummated without the amendment, modification or waiver in any material respect of any material term or condition thereof.

  • The Selling Shareholder is not a party to or bound by any buy-sell or other agreement, understanding or commitment with respect to any of the Shares, other than this Agreement and the Company Stock Purchase Agreement.

  • Each party hereto shall pay its own respective costs and expenses related to this Agreement and the ESOP Purchase, except that the Company shall pay the expenses of the Purchaser pursuant to agreements between the Company and the Purchaser and except as contemplated by Section 4.01(b) of the Company Stock Purchase Agreement.

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  • This Agreement (together with the Company Stock Purchase Agreement and the Confidentiality Agreement) and the exhibits hereto and thereto constitute the sole and entire agreement among the parties to this Agreement with respect to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements, representations and understandings, written or oral, with respect to the subject matter hereof.

  • To such Seller’s knowledge, as of the date of this Agreement, each of the representations and warranties of the Company contained in Article II of the Company Stock Purchase Agreement is true and correct in all material respects, subject to the first sentence of Article II thereof.

  • No action, suit or proceeding before any court or governmental or regulatory authority shall be pending against the Purchaser, the Selling Shareholder or any of their respective directors or officers seeking to restrain, prevent, limit or change the Company Purchase, the ESOP Purchase or the related transactions contemplated hereby or by the Company Stock Purchase Agreement or questioning the legality or validity of any such transactions or seeking damages in connection with any of such transactions.

  • You acknowledge that you have requested the Company waive its Right of First Refusal for all third party stock sales which is set forth in the applicable Company Stock Purchase Agreement (“ROFR”).

  • No action, suit or proceeding before any court or governmental or regulatory authority shall be pending against the Purchaser, the Selling Shareholder or any of their respective directors or officers seeking to restrain, prevent, limit or change the Company Purchase, the ESOP Purchase or the related transactions contemplated hereby or by the Company Stock Purchase Agreement or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions.

  • If the Infinity World Group wishes to designate any Nominees for election at any meeting of the stockholders of the Company whereby any such elections for directors of the Company shall take place, the Infinity World Group shall provide to Stockholder a copy of the written notice (the “Nomination Notice”) provided to the Board identifying such Nominees in accordance with the Company Stock Purchase Agreement.


More Definitions of Company Stock Purchase Agreement

Company Stock Purchase Agreement shall have the meaning set forth in the introductory clauses hereto.
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Company Stock Purchase Agreement means the Stock Purchase
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Company Stock Purchase Agreement has the meaning set forth in the Recitals.
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Company Stock Purchase Agreement means the Stock Purchase -------------------------------- Agreement, dated as of the date hereof, among the Company and the Purchasers.
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Company Stock Purchase Agreement is defined in the recitals to this Agreement.
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Related to Company Stock Purchase Agreement

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Stock Purchase has the meaning set forth in the Recitals.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Purchase Agreements has the meaning set forth in the Recitals.

  • Equity Purchase Agreement means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among the Borrower and the several “Investors” named therein, including all exhibits and schedules thereto, as in effect on the Original Effective Date.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.