CDCG definition
Examples of CDCG in a sentence
Each of Billion and E'JINIE has made available to CDCG true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against or agreed to by Billion or E'JINIE since January 1, 2001, and any and all correspondence with respect to the foregoing.
Except for Consents, filings or notices required under the state and federal securities laws or any other laws or regulations or as otherwise contemplated in this Agreement and the other Transactional Agreements, CDCG will not be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of the Exchange.
Average CDCG Stock Price" shall refer to the average of the closing price of the Common Stock of CDCG on the OTC Bulletin Board equaling to US$2.19 per share based upon a valuation of CDCG of $105,070,000 as determined by the parties.
Upon the terms and subject to all of the conditions contained herein, each of the Shareholders hereby agrees to sell, assign, transfer and deliver to CDCG, and CDCG hereby agrees to purchase and accept from each of the Shareholders, on the Closing Date, the Shares.
At the Closing, CDCG will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws).
CDCG is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.
This Agreement and each of the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than CDCG), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.
CDCG shall have executed and delivered each of the agreements, instruments and documents required to be executed and delivered, and performed all actions required by CDCG pursuant to this Agreement, except as Billion, E'JINIE and the Shareholders have otherwise consented in writing.
Each of the Consents identified or required to have been identified in Section 3.4 shall have been obtained and shall be in full force and effect, other than those Consents the absence of which shall not have a material adverse effect on CDCG.
The copies of the Articles of Incorporation and bylaws of each of Billion or E'JINIE (collectively, the "ORGANIZATIONAL DOCUMENTS") that have been delivered to CDCG prior to the execution of this Agreement are true and complete and have not been amended or repealed.