SPA Clause Samples
The SPA, or Share Purchase Agreement, is a legal contract that outlines the terms and conditions under which shares of a company are bought and sold between parties. It typically details the purchase price, payment terms, representations and warranties, and any conditions precedent to closing the transaction. By clearly defining the rights and obligations of both the buyer and the seller, the SPA ensures a smooth transfer of ownership and helps prevent disputes by allocating risks and responsibilities associated with the sale.
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SPA. (a) The Borrower shall promptly pay all amounts payable to the Seller under the SPA as and when they become due (except to the extent that any such amounts are being contested in good faith by a member of the Group and where adequate reserves are set aside for any such payment).
(b) The Borrower shall take all reasonable and practical steps to preserve and enforce its rights (or the rights of any of its Subsidiaries) and pursue any claims and remedies arising under the SPA.
SPA. Other than as specifically set forth herein, the SPA shall remain in full force and effect.
SPA. Except as expressly waived herein, the terms and provisions of the SPA shall continue in full force and effect. The SPA, as waived hereby, shall be binding upon the undersigned Investor and the Company and their respective assigns and successors.
SPA. Assuming the authorized and due execution and delivery of the SPA by the other parties thereto, the SPA constitutes a valid and legally binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditor rights generally and subject to general principles of equity. The Subject Securities Owned by Shareholder on the date of this Agreement are subject to the Arranger’s Option and the Seller’s Option, and the Arranger’s Option and the Seller’s Option are immediately exercisable for such Subject Securities.
SPA. 22.25.1 The Borrower shall make all payments required to be made by it pursuant to the SPA in accordance with, and at the times specified in, the SPA.
22.25.2 The Borrower shall, for a period commencing on the date of this Agreement and ending on 31 January 2008, use reasonable efforts to procure that a Termination Agreement is signed and becomes effective by 31 January 2008.
SPA. PRLX, T1, 2019-02-27 will maintain the quotation or listing of its Common Stock on the OTCBB, OTCQB, NYSE, or NASDAQ Stock Market (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the “Principal Market”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable. The Company will provide Purchaser with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal Market. As of the date of this Agreement and the Closing Date, the OTCQB, is the Principal Market. Until the Note is no longer outstanding, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.
SPA. This Agreement shall automatically terminate in its entirety if the SPA is terminated prior to the Closing (as defined in the SPA).
SPA. The closing of the transactions contemplated by the SPA shall have occurred.
SPA. Corporation shall cause all representation and warranties under the existing Securities Purchase Agreement dated as of May 26, 2020 between the Corporation and the Holder to remain true and correct as of the date hereof until the Maturity Date.
SPA. Any claim for a breach of any covenants or undertakings of the Seller and/or its Affiliates hereunder or of any of the representations and warranties contained in this Agreement (if any) shall only be enforceable against the Seller and/or its Affiliates in accordance with Clause 13 of the SPA, and liability, and limitations on such liability, in respect of any breach of such covenants, undertakings, representations and warranties shall be determined solely in accordance with the terms of the SPA.