SPA Transaction definition
Examples of SPA Transaction in a sentence
This Agreement, the Restructure Documents, the Other Closing Documents and the NA Documents supersede all other prior oral or written agreements, including the SPA Transaction Documents, between the Holder, the Company, their Affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the Restructure Documents, the Other Closing Documents and the NA Documents contain the entire understanding of the parties with respect to the matters covered herein.
The Company has acquired 100% of the shares in Yoox Net-A-P▇▇▇▇▇ Group S.p.A. ("YNAP") under the terms and conditions set out in the share purchase agreement between the Company and Richemont dated on the 7th day of October 2024 ("SPA") ("Transaction").
In addition, solely with regard to Section 3.3(b), if the Company conducts a transaction that would have given the Shareholders rights pursuant to SPA Section 5.23 Terms of Future Financings, while a waiver of such section was in effect (the “Waived SPA Transaction”), the Shareholders shall have the right to put such section into effect with regard to such Waived SPA Transaction in future months in which no payment was made on the prior Monthly Payment Date.
By way of example only, if payment is made by the Company on or prior to each of the Monthly Payment Dates for May 2024 and June 2024 but payment is not made on or prior July 5, 2024, the fourth Business Day of July 2024, and the Company conducts a Waived SPA Transaction on July 15, 2024, the Shareholders shall have the right to put SPA Section 5.23, Terms of Future Financings, into effect with regard to the Waived SPA Transaction starting on July 15, 2024.
In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the SPA Transaction Documents, any legal fees or other costs of the Holders.
Ohio SPA Transaction The Parties acknowledge that if a Closing occurs, then the indemnification obligations of the parties to the Ohio SPA transaction will be merged into this Agreement and will be governed by this Article VIII.
On the Restructure Date, the Note shall be extinguished and terminated as if paid in full on the Maturity Date (as defined therein), the Transferred Note shall be extinguished and terminated as if paid in full on the Maturity Date (as defined therein) and the SPA Transaction Documents and 2017 MPA-CXT, including all exhibits thereto, shall be terminated or amended and restated as agreed by the Parties in this Agreement and the Restructure Documents.