Primary Financing SPA definition

Primary Financing SPA means that certain Securities Purchase Agreement dated as of the Subscription Date by and among the Company, Quoin, the Holder (or an Affiliate of the Holder) and certain other investors listed on the signature pages attached thereto pursuant to which, among other transactions, Quoin issued shares of Quoin Common Stock and the Company issued certain Warrants to purchase American Depositary Shares, all in accordance with the terms thereof.

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Primary Financing SPA means that certain Securities Purchase Agreement anticipated to be entered into after the date hereof by and among the Company, Cellect Biotechnology Ltd., an Israeli company limited by shares (“PublicCo”), the Buyer (or an affiliate of the Buyer) and certain other investors pursuant to which, among other transactions, the Company is expected to issue shares of Common Stock and PublicCo is expected to issue certain warrants to purchase shares of its common stock, all in accordance with the Primary Financing Term Sheet, as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms; (ii) ”Primary Financing Term Sheet” means that certain term sheet dated as of September 3, 2020, by and between the Company and Altium Capital Management, LP, as such term sheet may be amended on or after the date hereof by the parties thereto; and (iii) “Closing Per Share Price” shall have the meaning ascribed to such term, or similar term, in the Primary Financing SPA.

Primary Financing SPA means that certain Securities Purchase Agreement dated as of the Subscription Date by and among the Company, SNCA and the investors listed on the signature pages attached thereto pursuant to which, among other transactions, the Company is expected to issue shares of Company Common Stock and SNCA is expected to issue certain warrants to purchase shares of SNCA Common Stock, all in accordance with the terms thereof.

Examples of Primary Financing SPA in a sentence

As of the date hereof, PALI has issued and outstanding 11,279,716 shares of Common Stock (which number includes shares issued to the Escrow Agent (as defined in the Primary Financing SPA)).
If there is any conflict between the terms, conditions and obligations of this Agreement and the Primary Financing SPA, the Bridge SPA, the RRA or the Existing Warrants, this Agreement's terms, conditions and obligations shall control.
The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions (as defined in the Primary Financing SPA) referred to therein, and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to its Transfer Agent, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents.
If and when the Common Stock is registered under the 1934 Act, the Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in the form attached to the Primary Financing SPA, to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), upon exercise of the Warrant in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants.
The terms of this Agreement amend and modify the Primary Financing SPA, the Bridge SPA, the RRA and the Existing Warrants as if fully set forth in the Primary Financing SPA, the Bridge SPA, the RRA and the Existing Warrants, respectively.
This Agreement shall be deemed an amendment to each of the Primary Financing SPA, the Bridge SPA, the RRA and the Existing Warrants and shall become effective as of the Effective Date.
This Agreement shall be deemed an amendment to each of the Primary Financing SPA, the First Amendment Agreement and the RRA and shall become effective as of the Effective Date.
The terms of this Agreement amend and modify the Primary Financing SPA and the RRA as if fully set forth in the Primary Financing SPA and the RRA, respectively.
If there is any conflict between the terms, conditions and obligations of this Agreement and the Primary Financing SPA or the RRA, this Agreement's terms, conditions and obligations shall control.
If there is any conflict between the terms, conditions and obligations of this Agreement and the First Amendment Agreement, the Primary Financing SPA or the RRA, this Agreement's terms, conditions and obligations shall control.

More Definitions of Primary Financing SPA

Primary Financing SPA means that certain Securities Purchase Agreement anticipated to be entered into after the date hereof by and among the Company, Vallon Pharmaceuticals, Inc., a Delaware corporation (“PublicCo”), the Buyer (or an affiliate of the Buyer) and certain other investors pursuant to which, among other transactions, the Company is expected to issue shares of Common Stock and PublicCo is expected to issue certain warrants to purchase shares of its common stock, all in accordance with the Primary Financing Term Sheet, as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms; and (ii) “Primary Financing Term Sheet” means that certain term sheet dated as of October 28, 2022, by and between the Company and Altium Capital Management, LP, as such term sheet may be amended on or after the date hereof by the parties thereto.

Primary Financing SPA means that certain Securities Purchase Agreement dated as of the Subscription Date by and among the Company, VLON, the Holder (or an Affiliate of the Holder) and certain other investors listed on the signature pages attached thereto pursuant to which, among other transactions, the Company is expected to issue shares of Common Stock and VLON is expected to issue certain Warrants to purchase VLON Common Stock, all in accordance with the terms thereof.

Primary Financing SPA means that certain Securities Purchase Agreement dated as of the Subscription Date by and among the Company, GRI, the Holder (or an Affiliate of the Holder) and certain other investors listed on the signature pages attached thereto pursuant to which, among other transactions, GRI issued shares of GRI Common Stock and the Company issued certain warrants to purchase shares of Common Stock, all in accordance with the terms thereof.

Primary Financing SPA means that certain Securities Purchase Agreement dated as of the Subscription Date by and among the Company, APOP, the Holder (or an Affiliate of the Holder) and certain other investors pursuant to which, among other transactions, the Company is expected to issue shares of Company Common Stock and APOP is expected to issue certain warrants to purchase shares of APOP Ordinary Shares, all in accordance with the terms thereof.