AHC Shares definition
Examples of AHC Shares in a sentence
The AHC Shares are, and the Carnival Shares will be, owned by the Shareholders, free and clear of any liens, encumbrances, security interests, options or claims whatsoever, including, without limitation, claims or rights under "buy-sell" or other shareholder or voting agreements.
Each Seller further understands and agrees that all certificates representing the AHC Shares and the Exchange Warrants shall bear a legend reflecting the provisions of this Section 5 (f) and AHC shall notify its transfer agent of the restrictions contained herein.
The AHC Shares and AHC Options are sometimes collectively referred to herein as the "AHC Securities".
VRDT represents that it is acquiring the AHC Shares (i) as principal for its own account and not as a broker or agent for another party and (ii) for investment purposes only and not with a view toward distribution or resale, provided that the foregoing shall not restrict VRDT’s rights to hold and dispose of the AHC Shares, subject to compliance with applicable securities laws.
A person nominated by AHC who is reasonably acceptable to ▇▇▇▇▇▇▇▇▇ New Technologies AG and PFK Acquisition I, LLC, provided, the right granted to ▇▇▇▇▇▇▇▇▇ New Technologies AG and PFK Acquisition I, LLC herein shall remain in effect for only so long as they continue to own at least 50% of the AHC Shares and Exchange Warrants being issued to them as Sellers hereunder.
VRDT has full legal power, authority and capacity to execute, deliver and perform this Agreement and now has, and at the Closing will have, full legal power to purchase and acquire the AHC Shares from the Fund Parties in consideration of the issuance of the VRDT Securities to the Fund Parties in accordance with this Agreement.
The AHC Shares transferred to VRDT in accordance with this Agreement will be duly authorized, validly issued and outstanding, fully paid and nonassessable and will constitute one hundred percent (100%) of all capital stock of any kind in the Company.
The terms and conditions governing the holder's right to receive AHC Shares pursuant to the AHC Convertible Securities shall be, to the fullest extent possible, the same as governed such holder's right to receive Authentidate Shares under the Authentidate Convertible Securities, including the exercise term and registrations rights, if any, as are contained in the Authentidate Convertible Securities.
The Fund Parties have, or will prior to and at the Closing have, full legal power, authority and capacity to execute, deliver and perform this Agreement, to transfer and convey the AHC Shares and to deliver the Notarial Deed, and now have, and at the Closing will have, full legal power to sell the AHC Shares to VRDT and accept the VRDT Securities from VRDT in consideration of the issuance thereof in accordance with this Agreement.
VRDT also represents and warrants that it has conducted its own due diligence investigation regarding the Fund Parties, AHC and the AHC Shares, but that in the course of such investigation VRDT may have possession of, or may have received, confidential or material non-public information concerning the Fund Parties, the Company, any investment of the Company, any constituent of AHC or the AHC Shares that the Fund Parties do not possess or have access to (the “VRDT Information”).