CDL Stock definition
Examples of CDL Stock in a sentence
The Shareholder has also been advised, however, that since he may be deemed to be an "affiliate" of the Company as of the date hereof, any public offering or sale by him of any of the CDL Stock will, under current law, require either (i) the further registration under the Securities Act of the CDL Stock to be offered and sold, (ii) compliance with Rule 145, or (iii) the availability of another exemption from such registration under the Securities Act.
All of the CDL Stock will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable and free and clear of any claims, liens, pledges, charges, encumbrances, security interests, options, restrictions on transfer (except those pursuant to Sections 5.11 and 5.12), rights of first refusal, pre-emptive or other rights or any other imperfections of title whatsoever.
The Sellers and the Shareholder consent to the entry of stop transfer instructions with the transfer agent for CDL against the transfer of the CDL Stock held by them except in compliance with this Section 5.12.
The CDK Stock Options will be made available to AMI for 24 months from the signing of the Agreement under the following terms: IV(B1.) CDK will issue AMI 50,000 of the CDL Stock Options upon the signing of this Agreement with a balance of 200,000 CDK Stock Options available for issuance to AMI in the next 24 months as follows: IV(B2.) CDK agrees to issue AMI 10,000 CDK Stock Options per every $1,000,000 of CDK Gross Revenue generated from AMI's efforts and/or associated with AMI Clients.
The certificates representing 75% of CDL Stock issued as part of the Purchase Price shall bear an appropriate restrictive legend to effect the foregoing.
Except as set forth in the documents which the Sellers and the Shareholder have reviewed, no representations or warranties have been made to the Sellers and the Shareholder by the Purchaser or CDL concerning CDL, the Note, the CDL Stock or CDL's business.
The foregoing restriction is expressly intended to preclude each Seller and the Shareholder from engaging in any hedging or other transaction which is designed to or reasonably expected to lead or result in a Disposition of the CDL Stock during the periods indicated in the first sentence of this Section 5.12 even if such CDL Stock would be disposed of by someone other than the Sellers.
No notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority or other Person is necessary for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby by the Purchaser and CDL and the delivery to Sellers of the Notes, CDL Stock and Employment Agreement.
The aggregate purchase price (the "Purchase Price") to be paid by the Purchaser for the Purchased Assets shall be $4,330,000 plus 149,533 shares of CDL's Common Stock (with a value of $480,000 based on the average closing price of the CDL Stock on the American Stock Exchange for the 30 days ended April 23, 1999) plus the amounts set forth in Section 2.3(b).
Section 5.12 Lock Up of CDL Stock......................................