Prior SPA definition

Prior SPA means the Securities Purchase Agreement, dated as of December 8, 2011, by and among the Company and the institutional investors signatory thereto, pursuant to which the Company issued shares of Series A convertible preferred stock and warrants to purchase Common Stock and which was filed as an exhibit to the Company’s Form 8-K with the Commission on December 9, 2011, and which was subsequently amended on June 14, 2012 as disclosed in the Company’s Form 8-K filed with the Commission on June 15, 2012.
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Prior SPA means Securities Purchase Agreement, dated as of March 21, 2013, between the Company and Hillair Capital Investments L.P.
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Prior SPA means that certain Securities Purchase Agreement, by and among Green Plains, the Company, TGAM Agribusiness Fund Holdings-B LP and StepStone Atlantic Fund, L.P., dated as of September 6, 2019.
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Examples of Prior SPA in a sentence

  • Except for agreements entered into in connection with the Prior SPA, or as provided in the Transaction Documents, there are no outstanding stockholder agreements, voting trusts, proxies or other arrangements or understandings among the stockholders of the Company or with the Company relating to the voting of their respective shares.

  • Each of the representations and warranties of the Company relating to the Warrants and Warrant Shares (as the term “Warrant Shares” is defined in the Prior SPA) in the Prior SPA is hereby expressly reaffirmed in its entirety as to the Retained Warrants, and is hereby incorporated by this reference into this Agreement, as applicable to the Retained Warrants.

  • Except for agreements entered into in connection with the Prior SPA, or as provided in the Transaction Documents, the Company is under no contractual obligation to register (now or in the future, whether contingent or not) under any applicable securities laws any of its presently outstanding securities or any of its securities that may subsequently be issued.

  • Notwithstanding the foregoing, the Holders shall not have a right to participate in a Subsequent Placement pursuant to this Section 4(s) if the Holders shall also have the right to participate in a Subsequent Placement (as defined in the Prior SPA) pursuant to the Prior SPA or Prior SEA.

  • Each Buyer hereby waives the application of the provisions of Section 4(q) of the Prior SPA in connection with the offer of the Securities hereunder.

  • Notwithstanding the foregoing, any Holder who shall have exercised its right to participate under Section 9(u) of the Prior SPA or Section 9(s) of the Prior SEA with respect to a particular Subsequent Issuance shall not be entitled to also exercise its rights under this Section 9(r) with respect to the same Subsequent Issuance.

  • The Company acknowledges and agrees that, unless otherwise expressly noted herein, the Prior SPA shall remain in full force and effect.

  • The U.S.$700,004.04 aggregate purchase price paid to the Company by the Purchaser in connection with the closing of the transactions contemplated by the Prior SPA less U.S.$4.04 which the Company will pay to Purchaser at the First Closing, shall constitute the aggregate purchase price hereunder of the Purchased Shares.

  • The U.S.$1,799,996.88 aggregate purchase price paid to the Company by the Purchaser in connection with the closing of the transactions contemplated by the Prior SPA, together with U.S.$3.12 to be paid by Purchaser to the Company at the First Closing, shall constitute the aggregate purchase price hereunder of the Purchased Shares.

  • In the event that this Agreement is terminated prior to Closing, then neither this Agreement nor any of the other Transaction Documents will have any impact on the Prior SPA or the Transaction Documents (as defined in the Prior SPA).


More Definitions of Prior SPA

Prior SPA means the Securities Purchase Agreement dated as of September 9, 2013 pursuant to which the Prior Investors acquired Prior Shares and Prior Warrants.
Sample 1
Prior SPA means the agreement for the sale and purchase of shares in the capital of the Company dated 22 September 2016 between the Original Seller, Renewable Energy UK Portfolio Limited and United Photovoltaics Group Limited, as amended and novated;
Sample 1

Related to Prior SPA

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

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

  • 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.

  • Prior Agreements Has the meaning given such term in the recitals to this Agreement.

  • Original Project means the Project described in the Original Financing Agreement.

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

  • Optional Extended Local Calling Scope Arrangement Traffic is traffic that under an optional Extended Local Calling Scope Arrangement chosen by the Customer terminates outside of the Customer’s basic exchange serving area.

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

  • 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.

  • Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

  • Existing Facility means a facility in existence on any given date, newly constructed or altered.

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

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

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

  • Existing Facilities means all existing buildings and other facilities, the sites for the buildings or facilities, and furnishings or equipment for the buildings or facilities located on real property acquired by the building authority under the terms of this act.

  • Existing Project is a Project that has achieved Commercial Operation on or prior to the Execution Date.

  • Initial Term Facility means the Initial Term Loan Commitments and the Initial Term Loans made hereunder.

  • Scheduled Completion Date shall be the date set forth in Clause 10.3;

  • Refinancing Facility has the meaning specified in Section 2.16(a).

  • Required Effective Date means the relevant Initial Required Effective Date or Increased Required Effective Date (as those terms are defined below).

  • 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.

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

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

  • Commencement Date means the date of this Agreement;

  • Effective Date of Contract means the date established in the Contract for the Contractor’s work to begin, or the date the Contract has been fully executed and received all required approvals, whichever date is later.