Calogic definition

Calogic shall refer to Calogic and its Subsidiaries. In this Agreement, a "SUBSIDIARY" of any Person means a corporation, partnership, limited liability company, joint venture or other entity of which such Person directly or indirectly owns or controls a majority of the equity interests or voting securities or other interests that are sufficient to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company, joint venture or other entity. References to Calogic in this Agreement shall be deemed to include all Subsidiaries of Calogic, if any, unless the context specifically requires otherwise. In this Agreement, "PERSON" means any natural person, corporation, partnership, limited liability company, joint venture or other entity.
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Examples of Calogic in a sentence

  • Parent, Merger Sub, Calogic and the Stockholders have executed this Agreement as of the date first written above.

  • Calogic will confer on a regular and frequent basis with representatives of Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of Calogic.

  • The Calogic Disclosure Schedule lists (i) all computer equipment and (ii) all other personal property, in each case having a depreciated book value of $25,000 or more, which are used by Calogic in the conduct of its business, and all such equipment and property, in the aggregate, is in good operating condition and repair, reasonable wear and tear excepted.

  • Calogic will promptly set a record date, give notice of a special meeting, solicit consents and/or give notices to holders of Dissenting Shares so as to facilitate the Closing of the Merger as of the earliest practicable date.

  • No accounts, notes or other receivables are contingent upon the performance by Calogic of any obligation or contract.

  • Notwithstanding the foregoing the provisions of such Charter Documents or agreements will have no effect on the obligations of any stockholders of Calogic pursuant to Article X of this Agreement or the Escrow Agreement.

  • Without limiting the foregoing, on or prior to the Closing Date, Calogic will deliver to Parent a properly executed statement satisfying the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) in a form reasonably acceptable to Parent.

  • If this Agreement is terminated in accordance with Article XI hereof, Calogic will, and will cause its accountants, counsel and other representatives to, deliver to Parent all documents and other material, and all copies thereof, obtained by Calogic or on its behalf or by a Stockholder from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.

  • It is specifically understood that continued employment with Calogic or employment with Parent is not offered or implied for any other employees of Calogic and any continuation of employment with Calogic after the Closing will be at will except as specifically provided otherwise in an offer letter or other agreement of employment.

  • Any dividends or other distribution declared after the Effective Time with respect to Parent Common Stock will be paid to the holder of any certificate for shares of Calogic Common Stock when the holder thereof is entitled to receive a certificate for such holder's Parent Merger Shares in accordance with this Agreement.