SPA Amendment definition
Examples of SPA Amendment in a sentence
For the avoidance of doubt, after giving effect to the SPA Amendment, the Investor shall be entitled to the indemnification rights from the Company as set forth in Section 9(k) of the Securities Purchase Agreement with respect to any breach or other violation of this Agreement and the other Transaction Documents.
The Parties specify the following conditions to the effectiveness of the SPA Amendment, the exchange of the Preferred Stock for the new preferred stock and the exchange of the Warrants for the New Warrants.
For purposes of this Agreement, any other capitalized terms have the meanings ascribed to such terms in the SPA (as amended) or the SPA Amendment, as the case may be.
This First SPA Amendment amends that certain Securities Purchase Agreement by and among the Company and the purchasers party thereto (including the Purchasers), dated April 29, 2021 (the “SPA”).
The Investor hereby consents to the SPA Amendment and the SPA Amendment (as defined in each Other Agreement (as defined below)).
If the transactions contemplated by the Purchase Agreements have not been consummated on or prior to June 24, 2022, this First SPA Amendment shall terminate and be void ab initio.
On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer, ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP and Proskauer Rose LLP a complete closing set of the executed Transaction Documents, Securities, the Royalty PSA, the SPA Amendment and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.
With respect to the extension of your participation right as described above, please sign this Letter Agreement and the attached SPA Amendment.
For the avoidance of doubt and notwithstanding anything to the contrary herein, (a) the consummation of the Evolus IPO shall be a condition to any indemnification obligation under this Section 2.1, and (b) no indemnification obligation shall arise under this Section 2.1 other than by virtue of a Tax Liability or Defense Costs, including without limitation with respect to any tax liability resulting from any aspect of the SPA Amendment other than the Assumption.
In consideration of the foregoing, the undersigned hereby irrevocably and unconditionally consents, in accordance with Section 1(c)(iv) of the Voting Agreement, to the execution and delivery by Buyer Parent, Buyer and Seller of the SPA Amendment.