Examples of Series A SPA in a sentence
This Agreement embodies the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, including the provisions of Section 6.16 and Exhibit B of the Series A SPA; provided that this Agreement does not supersede any other confidentiality agreements or obligations between the Parties, and, for the avoidance of doubt, this Agreement does not supersede the 2013 License Agreement.
The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the SPA Warrants based on number of shares of Common Stock issuable upon exercise of Series A SPA Warrants held by each holder on the Closing Date (without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).
Upon repayment of the Regional Subfranchisors Purchase Price (as defined in the SPA), by way of repayment of the Regional Subfranchisors Loan Amount (as defined in the SPA) to IFM Beijing or otherwise as set forth in Section 8.2(ii) of the Series A SPA, the then prevailing Series A Conversion Price shall be automatically adjusted upward as if the downward conversion price adjustment in the prior sentence did not take effect.
Except as provided for in this Agreement and the Series A SPA, there are no outstanding options or other rights to acquire from such Rollover Shareholder, or obligations of such Rollover Shareholder to sell or to dispose of, any of such Rollover Shares.
The aforesaid shall in no way derogate from the information and inspection rights granted by the Company under any agreement of the Company with any shareholder or prospective shareholder of the Company, including under the Series A SPA, and any such agreement shall constitute authorization of the Board and the General Meeting of such information and/or inspection rights granted thereunder.
The Company has provided correct and complete copies of the Series A SPA and all exhibits, appendices, schedules and closing deliverables to the Initial First Tranche Closing to FHCRC.
Any disputes in connection therewith shall be resolved pursuant to Section 11.12 of the Series A SPA.
There is no action, suit, proceeding or investigation pending or to the best of the Company’s knowledge, currently threatened against the Company nor, to the best of the Company’s knowledge, is there a basis for the foregoing, including, without limitation, any that questions the validity of this Agreement or the right of the Company to enter into such BCTnet – Series A SPA Agreement, or to consummate the transactions contemplated hereby.
Kingstown shall have delivered the purchase price for the Series A Preferred Stock and Preferred Investor Warrants to be purchased by Kingstown pursuant to the Series A SPA to the Escrow Agent (as defined in the Series A SPA).
In the event that certain senior management voluntarily and unilaterally terminates his employment/service contract with the Group or his employment or service relationship is terminated by any applicable Group entities for cause as stated in the Series A SPA, the related senior management shall sell to the Company, and the Company shall repurchase from certain senior management, all of the unvested shares at a price of US$0.00005 per share.