The Stock Purchase Agreement Sample Clauses

The Stock Purchase Agreement the Stock Pledge Agreement, the Promissory Note, the Escrow Agreement, all dated March 28, 2006, and the Bentov Employment Agreement dated December 1, 2005 are all to be read together for interpretation of the entire transaction.
The Stock Purchase Agreement. Notwithstanding anything contained in this Agreement to the contrary, (a) neither the approval, execution, delivery or public announcement of the Stock Purchase Agreement, dated as of December 13, 2007 (the “STOCK PURCHASE AGREEMENT”), between the Company and Deutsche Lufthansa AG, nor the consummation of the transactions contemplated thereby (including, without limitation, the issuance of the Common Shares) or the performance by the Company of its obligations thereunder shall cause (i) the Rights to become exercisable or (ii) Deutsche Lufthansa AG or any of its Affiliates or Associates to be an Acquiring Person and (b) solely for purposes of determining whether Deutsche Lufthansa AG or any of its Affiliates or Associates is an Acquiring Person, until such time as the standstill obligations set forth in Section 5.13 of the Stock Purchase Agreement lapse in accordance with Section 5.13(c) thereof, the Common Shares acquired by Deutsche Lufthansa AG or any of its Affiliates or Associates pursuant to the Stock Purchase Agreement, and any Common Shares hereafter acquired by Deutsche Lufthansa AG or any of its Affiliates or Associates up to 20% of the Common Shares then outstanding, shall be excluded from the Common Shares deemed hereunder to be Beneficially Owned by Deutsche Lufthansa AG or any of its Affiliates or Associates.”
The Stock Purchase Agreement. In connection with entering into the Stock Purchase Agreement, Employee will receive payments from Employer or Employer's affiliates in respect of Employee's Company Shares (as such term is defined in the Stock Purchase Agreement), in addition to the Milestone Payments set forth in the Stock Purchase Agreement and the Annual Incentive Payments set forth in this Agreement. At any time after the date of this Agreement, Employee shall not, directly or indirectly, use, sell, disseminate, disclose, lecture upon or publish articles concerning any Confidential Information or trade secrets of Employer or BWMB, their subsidiaries or their clients. At the end of the Employment Period, Employee will surrender to Employer all Confidential Information, and any copies thereof, then in Employee's possession. This Agreement shall apply to all of Employer's, BWMB's and their subsidiaries' and clients' Confidential Information as long as the Confidential Information is not generally known or used in the industry in which the disclosing party does business or those trade secrets that are made public through publication, or product announcement by Employer, BWMB or their clients. In light of Employee's value to and knowledge of BWMB and Employer's minimally invasive technology business and Employee's receipt of payments for the Company Shares and any Milestone Payments and Annual Incentive Payments, Employee agrees that, during the Employment Period and for a period of three (3) years thereafter (the "Non-Compete Period"), Employee will not, in association with or as an officer, principal, member, advisor, agent, partner, director, material stockholder, employee or consultant of any corporation (or sub-unit, in the case of a diversified business) or other enterprise, entity or association, work on the acquisition or development of, or engage in any line of business, property or project which is, directly or indirectly, competitive with any business that BWMB or Employer's minimally invasive technology business engages in or, to Employee's knowledge is planning to engage in during the Employment Period, including but not limited to the Business (as such term is defined in the Stock Purchase Agreement). Such restriction shall cover Employee's activities anywhere in the world.
The Stock Purchase Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither the approval, execution or delivery of the Stock Purchase Agreement nor the consummation of the transactions contemplated thereby shall cause (i) Xxxxxx X. Xxxxx to be an Acquiring Person, (ii) a Share Acquisition Date to occur or (iii) a Distribution Date to occur.”
The Stock Purchase Agreement 

Related to The Stock Purchase Agreement

  • Stock Purchase Agreement Each Lender understands and agrees that the conversion of the Notes into and exercise of the Warrants for Conversion Shares may require such Lender’s execution of certain agreements in the form agreed to by investors in the Next Equity Financing relating to the purchase and sale of such securities as well as registration, co-sale, rights of first refusal, rights of first offer and voting rights, if any, relating to such securities.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Share Purchase Agreement The Company has entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Northland substantially in the form filed as an exhibit to the Registration Statement pursuant to which Northland has agreed, among other things, to purchase on the Closing Date and Option Closing Date, as applicable, the Private Underwriter Shares.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Stock Purchase Substantially contemporaneously with the Commencement Date, Executive shall purchase the number of shares of Common Stock of the Company specified in the Subscription Agreement related to the purchase of such shares, to be entered into by Executive and the Company (the “Subscription Agreement”). The terms and conditions of such purchase shall be as set forth in the Subscription Agreement, and such shares shall be subject to the limitations and restrictions, including, without limitation, the restrictions on transfer and the put and call rights set forth in the Stockholders Agreement.

  • Asset Purchase Agreement The conditions in Section 7(a) of the Asset Purchase Agreement shall have been satisfied in full (without reliance on any waiver by Hosting), and the transactions contemplated by the Asset Purchase Agreement shall have been consummated immediately prior to the Subsequent Closing in accordance with the terms of the Asset Purchase Agreement.

  • Purchase Agreements The Sponsor has executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Unit Purchase Agreement”), and a Forward Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Forward Purchase Agreement”) pursuant to which the Sponsor will, among other things, (i) on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units. Pursuant to the Unit Purchase Agreement, (ii) purchase the Forward Purchase Units and shares of Common Stock on the closing of the initial Business Combination pursuant to the Forward Purchase Agreement, (iii) the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Units, and (iv) the proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreement.

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.