Existing SPA definition

Existing SPA means that certain Securities Purchase Agreement, dated as of November 9, 2004, by and among the Company and certain parties listed on the Schedule of Buyers attached thereto, as amended and restated or modified.
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Existing SPA means that certain securities purchase agreement dated June 5, 2022 and as amended on October 24, 2022, December 5, 2022 and March 29, 2023 by and among the Company and certain institutional investors party thereto, with the terms described on Schedule 3.1(g) hereto.
Sample 1
Existing SPA means, collectively, the May 2022 SPA and the June 2022 SPA, each as amended to the date hereof.
Sample 1

Examples of Existing SPA in a sentence

  • All references in the other Transaction Documents to the Existing SPA shall henceforth include references to this Agreement, as may, from time to time, be further amended, modified, extended, and/or renewed.

  • Except as otherwise provided below, this Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, including the Existing SPA.

  • The Company and the Lender desire to amend and restate the Existing SPA and the Existing Note to increase the principal amount outstanding hereunder.

  • Each Buyer hereby agrees to waive, solely with respect to the issuance of the Securities hereunder, the application of the adjustment provisions set forth in any of the securities issued pursuant to the Existing SPA and pursuant to Section 4(j) of the Existing SPA and held by such Buyer (or its affiliates) as of the date hereof.

  • Each Buyer hereby affirms that such Buyer provides its consent to any modifications, amendments and supplements necessary under the Indenture (as defined in the Existing SPA) to authorize the Trustee to take any and all actions on behalf of such Buyers in connection with the Amended and Restated Subordination Agreement and the Security Documents and authorizes the Trustee to take any and all further actions necessary in furtherance thereof.

  • Clause 174 amends section 45 (Existing SPA development approvals) and heading to replace references to ‘SPA development approvals’ with ‘development approvals under the Planning Act’.

  • Reference is made to the Sixth Amended and Restated Securities Purchase Agreement of even date herewith by and between the Company and the Lender, as the “Investor” (the “Agreement”), which amends and restates the Existing SPA (as defined in the Agreement).

  • Reference is made to the Fourteenth Amended and Restated Securities Purchase Agreement, of even date herewith, by and between the Company and the Lender, as the “Investor” (the “Agreement”), which amends and restates the Existing SPA (as defined in the Agreement).

  • Reference is made to the Seventh Amended and Restated Securities Purchase Agreement of even date herewith by and between the Company and the Lender, as the “Investor” (the “Agreement”), which amends and restates the Existing SPA (as defined in the Agreement).

  • Reference is made to the Ninth Amended and Restated Securities Purchase Agreement, of even date herewith, by and between the Company and the Lender, as the “Investor” (the “Agreement”), which amends and restates the Existing SPA (as defined in the Agreement).


More Definitions of Existing SPA

Existing SPA means the Share Purchase Agreement, dated June 21, 2002, by and between, among others, ITI and SBS. "Extraordinary Items" has the meaning ascribed to it under GAAP.
Sample 1
Existing SPA means the Securities Purchase Agreement dated as of May 27, 2022 between the Company and the original purchaser of the Existing Notes, as amended or supplemented from time to time.
Sample 1

Related to Existing SPA

  • Existing Leases means those leases, license agreements and occupancy agreements identified on Schedule 2.1.3, as the same may be amended or modified from time to time in accordance with the terms of this Agreement.

  • Existing Lease shall have the meaning assigned thereto in Section 10.7.

  • Existing Plan means the Amended and Restated Novatel Wireless, Inc. 2000 Stock Incentive Plan.

  • Existing Senior Notes means the Existing 2020 Senior Notes and the Existing 2021 Senior Notes, collectively.

  • Base Lease means the Base Lease Agreement delivered concurrently with this Lease between the Company and the Issuer.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Original Lease shall have the meaning given such term in the recitals to this Agreement.

  • Existing Agreement has the meaning set forth in the recitals.

  • Existing Security Agreement has the meaning set forth in the recitals hereto.

  • Existing structure means any structure that is installed or approved for installation at the time a wireless services provider or wireless infrastructure provider provides notice to a locality or the Department of an agreement with the owner of the structure to co-locate equipment on that structure. "Existing structure" includes any structure that is currently supporting, designed to support, or capable of supporting the attachment of wireless facilities, including towers, buildings, utility poles, light poles, flag poles, signs, and water towers.

  • Second Extension Period means the period of one (1) Contract Year commencing immediately after the end of the First Extension Period.

  • Existing Loan Agreement has the meaning set forth in the recitals to this Agreement.

  • Existing Property means all property against which ad valorem property taxes were levied by a local unit for its concluding fiscal year, minus all property that is considered losses for purposes of ad valorem property tax levies of the local unit for the ensuing fiscal year.

  • Original Agreement has the meaning set forth in the recitals.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Original Plan means any defined contribution plan which meets the requirements of Code Section 401 and referred to in Article XII of the Plan.

  • Original package means the unbroken container or wrapping in which any drug or medicine is

  • Original Contract means the initial contract or price agreement solicited and awarded during a cooperative procurement by an administering contracting agency.

  • Permitted Convertible Debt means (a) the 2026 Convertible Notes and (b) any other Debt incurred by the Credit Parties that (i) is either (x) a note or other debt instrument issued by a Credit Party which is convertible into Equity Interests of Holdings (and cash in lieu of fractional shares) or (y) sold as units together with a Permitted Bond Hedge Transaction or a Permitted Warrant Transaction that are exercisable for Equity Interests of Holdings (any indenture, promissory note or other instrument pursuant to which such debt securities and/or units are issued or otherwise governed, the “Future Convertible Notes”); (ii) the obligations of all Persons (including all Credit Parties) in respect of such notes and/or units (and any guarantee thereof) are fully unsecured; (iii) does not have a stated maturity prior to the date that is six (6) months following the Maturity Date (without giving effect to clause (b) under such definition); (iv) has no scheduled amortization or principal payments or requires any mandatory redemptions or payments of principal (other than as a result of a conversion thereof into Equity Interests of Holdings) prior to the date that is six (6) months following the Maturity Date (without giving effect to clause (b) under such definition) other than customary payments upon a change of control or fundamental change event (it being understood that conversion of any such Debt shall not be considered a redemption or payment); (v) the rate of interest payable in cash in respect of such notes shall not exceed eight percent (8.00%) per annum (as may be increased by not more than fifty basis points of additional interest under the terms of the related indenture), (vi) to the extent such Debt includes a cross-event of default (other than any cross-payment event of default or cross-acceleration event of default) provision contained therein that relates to indebtedness of any Borrower (such indebtedness, a “Cross-Default Reference Obligation”), contains a cure period of at least fifteen (15) calendar days before an event of default or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default provision, (vii) no Subsidiary that is not a Credit Party shall guarantee the obligations under such notes, and each guarantee of such notes by a Credit Party shall provide for the release and termination thereof, without action by any Person, upon any release and termination of the guarantee by such Credit Party of the Obligations, (viii) the terms, conditions, fees, covenants, and settlement mechanics (if applicable) of such notes shall be such as are typical and customary for Debt of such type (as determined by the Borrower Representative in good faith), and (ix) immediately before and after giving pro forma effect to the incurrence of such Debt and any concurrent use of proceeds thereof, no Event of Default shall have occurred and be continuing.

  • Existing Facility Agreement has the meaning specified therefor in the recitals hereto.

  • Existing ship means a ship which is not a new ship.

  • Original Effective Date means the Effective Date under, and as defined in, the Original Credit Agreement.

  • Second Extension Option shall have the meaning set forth in Section 2.6.1 hereof.

  • Existing uses means those uses actually attained in a water body on or after November 28, 1975, whether or not they are included in the water quality standards.

  • Prior Loan Agreement is defined in Recital A of this Agreement.

  • Extended Terms shall have the meaning given such term in Section 2.4.