May Purchase Agreement definition
Examples of May Purchase Agreement in a sentence
The definition of “Registrable Securities” in Section 1 of the Agreement is hereby amended to add the following language after the first word of such definition: “the shares of Common Stock issued to the Investors pursuant to the May Purchase Agreement and the September Purchase Agreement,”.
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the May Purchase Agreement or the September Purchase Agreement, whichever is applicable and as specified herein.
Except as expressly modified, supplemented or amended hereby, the May Purchase Agreement and the June Purchase Agreement remain in full force and effect.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto and, upon a transfer of Shares or Conversion Shares, as defined in and in accordance with Section 8 of the May Purchase Agreement and/or the September Purchase Agreement, as applicable, such transferee shall be bound by the terms of this Agreement (including the approvals and waivers granted hereunder) as if originally a party hereto.
Except for the transactions contemplated in (i) the securities purchase agreement, dated August 19, 2010, between the Company and each of the Buyers (the “August Purchase Agreement”) and (ii) the May Purchase Agreement (as defined below), none of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
In addition, in the event the Holder of this Debenture is a party to that certain Security Agreement executed in connection with the May Purchase Agreement (the “Existing Security Agreement”) the Company acknowledges and agrees that the obligations hereunder also constitute “Obligations” (as defined in the Existing Security Agreement) subject to such agreement.
The parties hereunder acknowledge and agree that the 2005 Buyers are relying upon the waivers and agreements set forth herein in connection with the 2005 Buyers’ entering into and performing their obligations under the May Purchase Agreement and that, accordingly, the 2005 Buyers are third party beneficiaries of this Amendment and the waivers and agreements set forth herein.
Sections 12.1 through 12.7 and 12.9 through 12.12 of the May Purchase Agreement and the September Purchase Agreement, as applicable, are hereby incorporated herein by reference, mutatis mutandis.
The Guarantors hereby, jointly and severally, absolutely, irrevocably and unconditionally guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Obligations and the performance of all agreements of the Company now or hereafter existing under the Notes and the other Transaction Documents (as such term is defined in each of the May Purchase Agreement and the June Purchase Agreement), whether for principal, interest, fees, expenses or otherwise.
If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8 of the May Purchase Agreement and the June Purchase Agreement, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.