Actava definition

Actava or the "Company"). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 2 of this Agreement.
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Actava in the ordinary course of business consistent with past practice; (c) make any capital expenditures or make any loans, advances or capital contributions to, or investments in, any other person (other than customary travel or business advances to employees, representatives, consultants, directors or advisors or subsidiaries made in the ordinary course of business consistent with past practice and currently committed, budgeted capital expenditures and additional capital expenditures for use in the operations of Actava's Snapper Power Equipment Company division not in excess of $5,000,000); or (d) incur any material liability or obligation (absolute, accrued, contingent or otherwise) other than in the ordinary and usual course of business and consistent with past practice;
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Actava means The Actava Group Inc., a Delaware corporation.
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Examples of Actava in a sentence

  • Actava agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

  • Each of Actava, Sterling and MITI shall ----------- have delivered to Orion a certificate executed on its behalf by its President or another duly authorized executive officer in their corporate capacity to the effect that the conditions set forth in subsections 12.3.1 and 12.3.2 as such conditions apply to such officer's company have been satisfied.

  • Except for the matters listed on Sche- dule 3.20(b), to Actava's knowledge, Actava holds the leasehold estate under and interest in each Actava Real Property Lease free and clear of all material liens, encumbrances and other rights of occupancy.

  • The authorized capital stock of MITI Mergerco consists solely of 1,000 shares of Common Stock, par value $.01 per share (the "MITI Mergerco Common Stock"), all of which as of the date hereof are issued and outstanding and owned by Actava free and clear of all liens, pledges, mortgages, security interests and encumbrances or other restrictions or limitations with respect thereto.

  • Except as set forth on Schedule 3.2(a), at the date hereof there are not any outstanding rights, subscriptions, warrants, calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise receive from Actava any of the outstanding, authorized but unissued, unauthorized or treasury shares of the capital stock or any other security of Actava, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock.

  • Actava represents and warrants to each of Orion, Sterling and MITI that from and after April 12, 1995 until the date hereof, Actava has performed and complied with in all material respects its obligations, agreements and covenants under the Agreement and Plan of Merger dated as of April 12, 1995 among Actava, Orion, Sterling and MITI (the "Initial Merger Agreement") which were required to be performed or complied with by it at or prior to the date hereof.

  • If Actava, Orion or MITI shall be required to make disclosure of any such information by operation of law, Actava, Orion and MITI, as the case may be, shall give Sterling prior written notice of the making of such disclosure and shall use all reasonable efforts to afford Sterling an opportunity to contest the making of such disclosures.

  • Actava has requisite corporate -------------------------------- power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the approval and adoption of this Agreement by the stockholders of Actava in accordance with the DGCL and the Certificate of Incorporation and By-laws of Actava.

  • Except as set forth on Schedule 3.26, neither Actava --------- nor any subsidiary of Actava has received notice of default under, or intended cancellation or nonrenewal of, any material policies of insurance which insure the properties, business or liability of Actava or any subsidiary of Actava, except any of the foregoing which do not and will not have an Actava Material Adverse Effect.

  • Actava will promptly communicate to Orion, Sterling and MITI in writing the terms of any proposal or contact it may receive in respect of any such transaction.