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.

Existing Securities Purchase Agreement has the meaning set forth in Section 1.1(b).

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.
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.
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.
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.
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.
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(c) above, as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Agreement.
Each Debtor hereby ratifies, affirms, acknowledges and agrees that the Existing Securities Purchase Agreement, and the other Transaction Documents to which it is a party represent the valid and enforceable obligations of such Debtor, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

More Definitions of Existing Securities Purchase Agreement

Existing Securities Purchase Agreement is defined in the recitals to this Agreement.

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.). ▇▇▇▇▇▇ Traffic Systems, Inc. is a Subsidiary of the Borrower; CrossingGuard, Inc. is a Subsidiary of ▇▇▇▇▇▇ Traffic Systems, Inc; ▇▇▇▇▇▇ 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”). ▇▇▇▇▇▇ Traffic Systems, Inc. is a Subsidiary of the Borrower; CrossingGuard, Inc. is a Subsidiary of ▇▇▇▇▇▇ Traffic Systems, Inc.; ▇▇▇▇▇▇ 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...

Existing Securities Purchase Agreement shall have the meaning assigned to that term in the preamble.