Existing Securities Purchase Agreement definition

Existing Securities Purchase Agreement shall have the meaning set forth in the recitals.
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Existing Securities Purchase Agreement means the Securities Purchase Agreement, dated as of January 16, 2004, by and between the Company and the investors named therein for the sale and issuance by the Company of the Existing Debentures and certain warrants.
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Existing Securities Purchase Agreement terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreements (as referred to below); provided however, that in the event of a conflict, the respective definition in the Existing Securities Purchase Agreement shall apply.). Xxxxxx Traffic Systems, Inc. is a Subsidiary of the Borrower; CrossingGuard, Inc. is a Subsidiary of Xxxxxx Traffic Systems, Inc; Xxxxxx Interactive Inc. is a Subsidiary of the Borrower. Pursuant to the Existing Securities Purchase Agreement, the Existing Purchasers agreed to purchase from the Borrower the “Notes” (as defined therein) (as such Notes may be amended, restated, modified, supplemented and/or replaced from time to time in accordance with the terms thereof, collectively, the “Existing Notes”). The Agent, the Borrower and each party listed as a “Purchaser” on the execution pages thereto (collectively, the “Additional Purchasers” and together with the Existing Purchasers, each a “Purchaser” and collectively, the “Purchasers”) are entering into an additional Securities Purchase Agreement, dated as of the date hereof (as the same may be amended, restated, modified, supplemented and/or replaced from time to time, the “Additional Securities Purchase Agreement” and together with the Existing Securities Purchase Agreement, the “Securities Purchase Agreements”). Xxxxxx Traffic Systems, Inc. is a Subsidiary of the Borrower; CrossingGuard, Inc. is a Subsidiary of Xxxxxx Traffic Systems, Inc.; Xxxxxx Interactive Inc. is a Subsidiary of the Borrower. Pursuant to the Additional Securities Purchase Agreement, the Borrower shall agree to sell, and the Additional Purchasers shall agree to purchase certain additional “Notes” (as defined therein) (as such Notes may be amended, restated, modified, supplemented and/or replaced from time to time in accordance with the terms thereof, collectively, the “Bridge Notes” and together with the Existing Notes, each a “Note” and collectively, the “Notes”). The Borrower may, among other things, use the proceeds of the issuance of the Notes to extend credit to, and make capital contributions in, the Guarantors. Therefore, as a result of the Securities Purchase Agreements, the Guarantors can obtain capital on terms more favorable to them as part of this borrowing group than they could acting alone. One of the conditions to the extension of credit under the Securities Purchase Agreements is that the Guarantors guaranty payment of and act as sur...
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Examples of Existing Securities Purchase Agreement in a sentence

  • This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns in accordance with the terms of the Existing Securities Purchase Agreement.

  • The Investor hereby represents and warrants to the Company with respect to itself only as set forth in Section 2 of the Existing Securities Purchase Agreement as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Agreement.

  • Section 9 of the Existing Securities Purchase Agreement (as amended hereby) is hereby incorporated by reference herein, mutatis mutandis.

  • The Existing Securities Purchase Agreement, together with this Amendment, set forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

  • Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Securities Purchase Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment unless the context otherwise requires.

  • This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Existing Securities Purchase Agreement or an accord and satisfaction in regard thereto.

  • Except as set forth on the Amended and Restated Schedules attached hereto, which shall amend and restate the Schedules attached to the Existing Securities Purchase Agreement the Company represents and warrants to the Investor as set forth in Section 3 of the Existing Securities Purchase Agreement, as amended by Section 2(c) above, as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Agreement.

  • From the date of the execution of the Existing Securities Purchase Agreement, the Company hereby represents and warrants that no Dilutive Issuances (as defined in each of the Existing Notes and the Existing Warrants) has occurred.

  • Except as set forth on the Amended and Restated Schedules attached hereto, which shall amend and restate the Schedules attached to the Existing Securities Purchase Agreement the Company represents and warrants to the Investor as set forth in Section 3 of the Existing Securities Purchase Agreement, as amended by Section 2(d) above, as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Agreement.

  • Capitalized terms not defined herein shall have the meaning as set forth in the Existing Securities Purchase Agreement as amended hereby.


More Definitions of Existing Securities Purchase Agreement

Existing Securities Purchase Agreement shall have the meaning assigned to that term in the preamble.
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Existing Securities Purchase Agreement has the meaning set forth in Section 1.1(b).
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Existing Securities Purchase Agreement is defined in the recitals to this Agreement.
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Related to Existing Securities Purchase Agreement

  • 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.

  • 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.

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

  • 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.

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

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

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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

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

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • 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.

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Securities Purchase has the meaning set forth in the recitals in this Agreement. “Seller” has the meaning set forth in the introductory paragraph to this Agreement.

  • Aircraft Purchase Agreement Has the meaning specified in the NPA.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • 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.