Pearsanta definition
Examples of Pearsanta in a sentence
If any holder of Pearsanta Shares proposes to sell any of its Piggyback Registrable Securities through such underwriting, such holder of Pearsanta Shares shall (together with Pearsanta and any other stockholders of Pearsanta selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by Pearsanta.
No later than ten (10) Business Days after the date upon which Parent is no longer prohibited from paying the Capital Payment that was not paid by Parent to Pearsanta, Parent will pay to Pearsanta the postponed Capital Payment.
Any assignment of this ROFR to an affiliate or successor of Evofem shall be subject to the prior written approval of Pearsanta.
Each Purchaser Party has respectively reserved or set aside for issuance to the Company all of the Pearsanta Shares and Parent Shares (including those Parent Shares issuable upon exercise of the Parent Warrants) issuable to the Company pursuant to this Agreement.
In the case of indemnification of the Parent Indemnified Parties, satisfied first by the return to Parent or Pearsanta as may be applicable (by way of cancellation or redemption of) the Aggregate Equity Consideration and then, should the amount thereof not satisfy the full amount of the indemnification obligation, subject to the limitations of Section 6.1(a), in cash.
The Company has full power and authority to convey good and marketable title to all of the Acquired Assets to be sold by the Company hereunder, and upon transfer of such Acquired Asset to Pearsanta, and, ▇▇▇▇▇▇▇▇▇ will receive good and marketable title to the Acquired Assets, free and clear of all Encumbrances.
The parties agree the Company or the relevant holders of the Aggregate Equity Consideration shall have such conversion rights with respect to the Pearsanta Shares as set forth the Certificate of Designation delivered along with such Pearsanta Shares.
Each Purchaser Party, as may be applicable, has sufficient number of authorized shares of capital stock in any class, and has the necessary corporate authorization and power, to respectively issue the Pearsanta Shares the Parent Shares, and the Parent Shares underlying the Parent Warrants.
Upon ▇▇▇▇▇▇▇▇▇’s receipt of the Upfront Working Capital Payment or Closing Working Capital Payment, as applicable, Pearsanta shall promptly notify the Company of such receipt.
Pearsanta shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not any holder of Pearsanta Shares has elected to include Piggyback Registrable Securities in such registration.