Series A SPA definition
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”).
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.
Series B Preferred Stock Purchase Agreement, dated as of December 21, 2007 (the “Series B SPA”), and (vi) Skullcandy Common Stock Purchase Agreement, dated September 18, 2007 (the “CSPA” and, together with the Rights Agreement, Voting Agreement, ROFR Agreement, Series A SPA, Series B SPA and CSPA, the “Original Agreements”).
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.
Such sale of the Securities shall be evidenced by book entry statements thereof or stock certificates, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer in form and substance reasonably satisfactory to the Issuer and Purchaser (the “Stock Transfer Documents”), and a duly executed deed of assignment of the Series A SPA (the “Series A SPA Assignment”; and, together with the Stock Transfer Documents, the “Closing Transfer Documents”).
As promptly as practicable after the date of this Agreement, the Company shall seek the Series A SPA and Company Shareholders Agreement Waivers and use its commercially reasonable effort to obtain all such waivers prior to the Registration Statement “clearing” comments from the SEC and becoming effective.
Subject to the terms and conditions of this Termination Agreement, the Convertible Promissory Note is hereby terminated without further consideration other than the consideration noted below and all amounts owed by the Maker to the Payee thereunder are hereby forgiven in exchange for the consideration provided by the Class A SPA and the Series A SPA with immediate effect upon the Closing.
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).