Cardo definition
Examples of Cardo in a sentence
Based in part on the representations and warranties of the Cardo Members included in the Investor Letters and assuming the accuracy thereof, the issuance of the Merger Shares will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the registration or qualification requirements of any applicable state blue sky or securities Laws.
Cardo shall have delivered a good standing certificate or its equivalent for each Acquired Entity from its jurisdiction of incorporation or organization and each jurisdiction in which such Acquired Entity is qualified or authorized to do business as a foreign entity.
Cardo shall have received executed copies of the Lockup Agreements required to be delivered by Parent pursuant to Section 6.13.
To the Acquired Entities’ Knowledge, neither the material pre-clinical and clinical development candidates and processes to make such candidates of any Acquired Entity, nor any other products within Cardo Intellectual Property, infringe on the subsisting Intellectual Property rights of others.
Except for inventions previously assigned to the Acquired Entities, it will not be necessary to utilize any Intellectual Property of any of employees, independent contractors or consultants of the Acquired Entities made prior to their employment or engagement by the Acquired Entities for the conduct of the business of Cardo as presently conducted and as presently proposed to be conducted.
Cardo has no liability with respect to any Employee Benefit Plan other than the Cardo Employee Benefit Plans set forth on Section 4.19 of the Disclosure Schedule.
Prior to the Closing, Parent, Merger Sub and Cardo shall prepare, and, on the Closing Date, Cardo shall file with the Secretary of State of the State of California, a Certificate of Merger in substantially the form attached hereto as Exhibit B (the “Certificate of Merger”), and/or such other appropriate documents executed in accordance with the applicable provisions of the California Act and shall make all other filings or recordings required under the California Act to effect the Merger.
All issued and outstanding Cardo Units have been duly authorized and validly issued in compliance with applicable Laws, and are fully paid and nonassessable and free and clear of Liens or third party rights and of any restrictions on transfer, except for transfer restrictions of the federal and state securities Laws and as set forth in the Cardo Organizational Documents.
No Subsidiary of Cardo is in material violation of any of the provisions of its Organizational Documents.
As of the Effective Time, each Cardo Unit (other than Cardo Dissenting Units) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall be deemed at and after the Effective Time to represent only the right to receive, subject to Section 9.3, the consideration specified in this Article III, as applicable, for the Cardo Member who is the holder thereof.