AAQS definition
Examples of AAQS in a sentence
Included in the AAQS Schedules are complete and correct copies of the certificate of incorporation and bylaws of AAQS (the “Articles”) as in effect on the date hereof.
To the full satisfaction of each PAWS Shareholder, he or she has been furnished all materials that has been requested relating to AAQS and the issuance of the Exchange Shares hereunder, and each PAWS Shareholder has been afforded the opportunity to ask questions of AAQS’ representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the PAWS Shareholders.
The PAWS Shareholders hereby represent and warrant, severally and solely, to AAQS as follows.
Each of the PAWS Shareholders consents to AAQS making a notation on its records or giving instructions to any transfer agent of Exchange Shares in order to implement the restrictions on transfer of the Exchange Shares.
As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, AAQS had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of AAQS, in accordance with generally accepted accounting principles.
AAQS agrees to acquire up to 100% of the issued and outstanding shares of PAWS from the PAWS Shareholders in exchange for the issuance of certain shares of AAQS (the “Exchange”) and the PAWS Shareholders agree to exchange their shares of PAWS on the terms described herein.
The representations and warranties made by BHI and AAQS in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date.
At the Closing Date, each of the PAWS Shareholders shall, on surrender of their certificate or certificates representing his PAWS shares to AAQS or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Exchange Shares.
AAQS has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.
AAQS does not own, license or otherwise have any right, title or interest in any intellectual property.