Examples of Adagio in a sentence
The Company represents and warrants that Adagio Medical GmbH, a company organized under the laws of Germany, is an Excluded Subsidiary (as defined in the Security Agreement), and satisfies the requirements of such definition in the Security Agreement.
Xxxxx, P.C. Xxxx Xxxxxxxxx, P.C. Xxx Xxxxxx Email: xxxxxxxx.xxxxx@xxxxxxxx.xxx xxxx.xxxxxxxxx@xxxxxxxx.xxx xxxxxx.xxxxxx@xxxxxxxx.xxx If to the Company, ARYA (after the ARYA Merger Effective Time) or HoldCo (after the ARYA Merger Effective Time) , to: c/o Adagio Medical, Inc.
Any interest accrued on the Principal Amount shall be forfeited in connection with a cancellation (or transfer of the Note to New Adagio) described in this Section 2(a).
ADAR 1 PARTNERS, LP By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: General Partner EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Attention: Re: Adagio Medical Holdings, Inc.
New Adagio is in compliance in all material respects with all Laws and Orders, and to New Adagio’s knowledge, neither of them have been charged with any violation of any applicable Law or Order, except as would not reasonably be expected to be, individually or in the aggregate, material to New Adagio.
As of the Convertible Note Closing, the Closing Date Convertible Note and Converted Bridge Note shall rank pari passu in right of payment and liens to other New Adagio Convertible Notes that will be issued by New Adagio upon the consummation of the Transaction, whether with respect to payment of principal, interest, redemption, fees, or penalties, or upon liquidation or dissolution of the Company or New Adagio, or otherwise.
The closing (the “Convertible Note Closing”) of the purchase and sale of the Closing Date Convertible Note, the Converted Bridge Note and the Warrants (together, the “Convert and Warrant Securities”) by the Investor and New Adagio shall take place remotely via the exchange of signature pages, on the Transaction Closing Date.
As of the Bridge Note Closing, the Company is not, and, as of the Convertible Note Closing, after giving effect to the transactions contemplated hereby to occur at the Convertible Note Closing, New Adagio will not be Insolvent (as defined herein).
New Adagio is not in violation or default of any provision of New Adagio’s certificate of incorporation or New Adagio’s bylaws.
Ladies and Gentlemen: [We are][I am] counsel to Adagio Medical Holdings, Inc.