Cakewalk definition
Examples of Cakewalk in a sentence
Cakewalk agrees to bear and pay for all of its own and Dylan's and Atlantis's expenses in connection with the preparation, execution and delivery of this Agreement and the Contemplated Transactions including the expenses incurred by Atlantis and Dylan in connection with obtaining and amending the Atlantis Warrant and preparing the related reports on Schedule 13D, Securities and Exchange Commission Forms 3 and 4 and any amendments thereto.
In consideration for the contribution, assignment, transfer and conveyance by Cakewalk to CDBeat of the Assets, at the Closing, CDBeat shall issue 17,592,957 shares, being such number of shares of CDBeat Stock as shall equal, after giving effect to such issuance, the conversion of CDBeat's outstanding shares of Preferred Stock and the cancellation of certain other shares all as hereinafter described, 90% of the issued and outstanding common stock of CDBeat.
CDBeat shall deliver to Cakewalk as soon as they become available accurate and complete copies of any report or statement that it mails to its shareholders generally or files with the SEC during the period after the date of this Agreement and before the Closing Date.
This Agreement may be amended, superseded, cancelled, renewed or extended only by a written instrument signed by Cakewalk and CDBeat.
True and correct copies of all written Contracts listed on such Schedule and summaries of the material provisions of all oral Contracts so listed have been made available to Cakewalk.
No Claim instituted by any person (other than CDBeat, Cakewalk or their respective Affiliates), shall have been commenced or pending against Cakewalk, CDBeat or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions.
Neither Cakewalk nor any member of Cakewalk will be required to report any income as a result of the Contemplated Transactions.
The representations and warranties of the Cakewalk contained in this Agreement and in any certificate or other writing delivered by Cakewalk pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time.
Each delivered financial statement has been prepared in accordance with GAAP consistently applied and presents fairly in all material respects the financial condition, results of operations and cash flows of Cakewalk as of its date and the period covered thereby.
CDBeat shall have delivered to Cakewalk certificates representing the CDBeat Stock.