Original Stock Purchase Agreement definition

Original Stock Purchase Agreement shall have the meaning set forth in the recitals hereof.
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Original Stock Purchase Agreement means that certain Stock Purchase Agreement dated as of January 18, 2005 pursuant to which Vector WZ Holdings, Ltd., a Cayman Islands corporation acquired all of the issued and outstanding securities of WinZip Computing, Inc., a Connecticut corporation.
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Original Stock Purchase Agreement has the meaning set forth in Recital C.
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Examples of Original Stock Purchase Agreement in a sentence

  • In the case of each leased premises where any Collateral of the New Subsidiary is located, the Administrative Agent shall have received a copy of the lease (and all amendments thereto) between the New Subsidiary and the landlord or bailee party thereto and, to the extent requested by the Administrative Agent, a Collateral Access Agreement with respect thereto duly executed by such landlord or bailee.

  • This Agreement (which term, for purposes of this Section 9.9, shall be deemed to include the Exhibits and Schedules hereto and the other certificates, documents and instruments delivered hereunder) constitutes the entire agreement of the parties hereto and supersedes all prior agreements, letters of intent and understandings, both written and oral, including the Original Stock Purchase Agreement, between the parties with respect to the subject matter hereof.

  • None of the information supplied by Seller specifically for inclusion in the Offering Memorandum, as set forth in Schedule 3.26, contains, as of the date of the Original Stock Purchase Agreement, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

  • Purchaser, Sellers and the Company previously entered into a Stock Purchase Agreement dated March 4, 1998 (the "Original Stock Purchase Agreement").

  • Except as set forth in Schedule 3.14, the Companies are in possession of the Acquired Personal Property Assets, and, immediately after the applicable Closing, after giving effect to the transactions and terminations contemplated by Sections 5.06, 5.07 and 5.08, such Acquired Personal Property Assets will be substantially the same as the personal property of the Companies existing on the date of the Original Stock Purchase Agreement.

  • The Company and the Purchaser desire to amend and restate in its entirety the Original Stock Purchase Agreement as set forth below.

  • All things necessary to make the Stock Purchase Contracts (as defined herein) the valid obligations of the Company, and to constitute the Original Stock Purchase Agreement and these presents a valid agreement of the Company, in accordance with their terms, have been done.

  • If there is any conflict between the terms, conditions and obligations of this Amendment and the Original Stock Purchase Agreement, the terms, conditions and obligations of this Amendment will control.

  • Schedule 3.17 sets forth a true and complete list as of the date of the Original Stock Purchase Agreement of all current policies of property and liability insurance covering each of the Companies.

  • As of the Additional Closing Date, the Company has complied with all notice requirements and has otherwise performed all actions required pursuant to Section 2.1 and Section 5.1.1 of the Original Stock Purchase Agreement and this Agreement.


More Definitions of Original Stock Purchase Agreement

Original Stock Purchase Agreement means the Stock Purchase Agreement, dated as of March 27, 2007, by and among Thomson Learning Inc., Thomson Canada Limited, The Thomson Corporation Delaware Inc., Education Direct, Inc., Thomson Education Direct Ltd., ICS Canada Holdings Ltd. and Education Direct Acquisition Sub, Inc. (including any amendments thereto).
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Related to Original Stock Purchase Agreement

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Series B Purchase Agreement means that certain Series B Preferred Stock Purchase Agreement, dated as of November 10, 2015, as amended and supplemented to date, by and among the Company and the investors signatory thereto.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Equity Purchase Agreement is defined in the recitals to this Agreement.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Stock Purchase has the meaning set forth in the Recitals.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Purchase Agreements has the meaning set forth in the Recitals.