GEM Agreement definition

GEM Agreement means that certain Share Purchase Agreement, dated as of May 27, 2022, by and between the Company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited.
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GEM Agreement means the capital commitment agreement between the Company, GEM Global Yield Fund LLC SCS and GEM Yield Bahamas Ltd, the material terms of which are set out in Schedule 2.
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GEM Agreement has the meaning set forth in the recitals to this Agreement.
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Examples of GEM Agreement in a sentence

  • Notwithstanding the foregoing, the Company and the Holders hereby acknowledge that the Company has granted resale registration rights to certain holders of Company securities in the GEM Agreement, and that nothing herein shall restrict the ability of the Company to fulfill its resale registration obligations under the GEM Agreement.

  • The Company represents and warrants that no person, other than (i) a Holder of Registrable Securities and (ii) a holder of securities of the Company that are registrable pursuant to the GEM Agreement, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.

  • Further, the Company represents and warrants that, except with respect to the GEM Agreement, this Agreement supersedes the Existing Registration Rights Agreement and any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

  • The GEM Agreement contains customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties.

  • Under the GEM Agreement, during the Investment Period, the Company may, by delivering a Draw Down Notice (as defined in the GEM Agreement) direct GEM to purchase shares of Common Stock in an amount up to 400% of the average daily trading volume for the ten (10) trading days immediately preceding the date the Draw Down Notice is delivered.

  • GXX represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act), and the Company will rely upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder when issuing shares of Common Stock under the GEM Agreement.

  • Unless the Company informs GEM of an event resulting in a Materially Adverse Effect or Material Change in Ownership (all defined in the GEM Agreement) GEM does not have the right to terminate the GEM Agreement.

  • The Company has agreed to file a Registration Statement with the Securities and Exchange Commission (the “SEC”) to register the shares of Common Stock to be issued to GEM pursuant to the GEM Agreement.

  • Studies involving multiple teaching disciplines demonstrate that teacher trainees are particularly vulnerable to adopting classroom practices that are not congruent with their beliefs and do not reflect best practices (Watzke, 2007).

  • Peru also breached Articles 10.5 and 10.4 of the TPA when SUNAT arbitrarily refused to fully repay SMCV GEM overpayments even though SMCV was entitled to those repayments under the GEM Agreement and Peruvian law.106.


More Definitions of GEM Agreement

GEM Agreement has the meaning ascribed thereto in Section 8.2(e).
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GEM Agreement means the share subscription facility agreement entered into between Avisa, GEM Yield Bahamas Ltd., and GEM Global, dated January 23, 2020, as amended;
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Related to GEM Agreement

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • O&M Agreement means the agreement(s), if any, between the Company and the O&M Contractor for the operation and maintenance of the Facility to be entered into between the Company and the O&M Contractor, as amended or superseded from time to time;

  • Program Agreement means an agreement between the Contractor and DSHS containing special terms and conditions, including a statement of work to be performed by the Contractor and payment to be made by DSHS.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Reseller Agreement means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of This Agreement.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Supply Agreement has the meaning set forth in Section 7.1.

  • Consortium Agreement means this consortium agreement as well as the pre-amble and all annexes hereto;

  • Data Use Agreement means the agreement incorporated into the Contract to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information.

  • Use Agreement means the use agreement by and between the Owner and HUD which commences on or before the Effective Date, runs with the land, binds all subsequent owners and creditors of the Exemption Area, and requires that the housing project on the Exemption Area continue to operate on terms at least as advantageous to existing and future tenants as the terms required by the original Section 202 loan agreement or any Section 8 rental assistance payments contract or any other rental housing assistance contract and all applicable federal regulations.

  • License Agreement means the agreement between SAP (or an SAP SE Affiliate, or an authorized reseller) under which Customer procured the rights to use SAP Software or a Cloud Service.

  • Interconnection Agreement means the interconnection agreement entered into by Seller pursuant to which the Facility will be interconnected with the Transmission System, and pursuant to which Seller’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated and maintained during the Contract Term.

  • Service Agreement means the initial agreement and any amendments or supplements thereto entered into by the Transmission Customer and the Transmission Provider for service under the Tariff.

  • Interim agreement means an agreement between a private entity and a responsible public entity that provides for phasing of the development or operation, or both, of a qualifying project. Such phases may include, but are not limited to, design, planning, engineering, environmental analysis and mitigation, financial and revenue analysis, or any other phase of the project that constitutes activity on any part of the qualifying project.

  • Xxxxxx Agreement means that certain Contingent Stock Agreement, effective as of January 1, 1996, by The Xxxxx Company in favor of and for the benefit of the Holders (named in Schedule I thereto) and the Representatives (therein defined), as amended.

  • Framework Agreement means the Clauses of this Framework Agreement together with the Framework Schedules and annexes to it;

  • Licence Agreement means an agreement (whether or not in writing) between the owner of student accommodation and a student giving a licence to the student;

  • Services Agreement means an agreement entered into between a Utility and one or more Affiliates for the provision of Shared Services or For Profit Affiliate Services and shall provide for the following matters as appropriate in the circumstances:

  • Alliance Agreement has the meaning given to such term in paragraph 11.2 of Schedule 13 (Information and Industry Initiatives);

  • Cross License Agreement means that certain Cross License Agreement between and among Medarex, Cell Genesys, Inc., Abgenix, Inc., Xenotech, L.P. and Japan Tobacco Inc., dated March 26, 1997.

  • Construction Agreement means the proposed building agreement between the Company and a proposed builder substantially in the form of the draft agreement a copy of which has been signed on behalf of the Authority and the Company for the purposes of identification;

  • Assistance Agreement means a for- mal, written agreement between the CDFI Fund and an Awardee which specifies the terms and conditions of assistance under this part;

  • leasing agreement means an agreement by which one person (the lessor) grants a right to possession or control of an object (with or without an option to purchase) to another person (the lessee) in return for a rental or other payment;

  • Clean Team Agreement means that certain Clean Team Confidentiality Agreement, dated April 25, 2024, between Parent and the Company.

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