SPA Date definition
Examples of SPA Date in a sentence
The representations and warranties of Seller contained in the Seller Fundamental Representations shall be, except for de minimis inaccuracies, true and correct in all respects on and as of the Original SPA Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
Section 3.17(b) of the Disclosure Schedules lists all Permits issued as of the Original SPA Date to each ACFP Company, including the names of the Permits, the ACFP Company permit holder and the applicable jurisdiction.
Promptly, but in any event within twenty days after the Initial SPA Date, the Company shall file with the Securities and Exchange Commission an information statement pursuant to Section 14(c) and Regulation 14C of the Exchange Act (an “Information Statement”) regarding the Stockholder Consent.
The Original Seller was, at the Original SPA Date, the beneficial owner and registered holder of the Sale Securities.
Notwithstanding the foregoing, there shall be no adjustment in the Conversion Price as a result of any issue or sale (or deemed issue or sale) of shares of Common Stock issued upon the exercise or conversion of Convertible Securities outstanding as of the SPA Date.
The Seller Parent, Coty International Holding, B.V. (the “Original Seller”) and the Purchaser entered into the Original SPA on the Original SPA Date.
As of the Original SPA Date, no ACFP Company is bound by any severance payment obligations with respect to the Continuing Employees.
From the Initial SPA Date, there shall not have been a Material Adverse Effect.
If the Company at any time on or after the SPA Date subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Securities will be proportionately increased.
From the Original SPA Date until Completion, the Seller and the Seller Parent shall use reasonable endeavours to implement the remediation actions identified in the Disclosure Documents in respect of its failure to comply with Regulation (EC) No 1907/2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals (as amended from time to time).