CTDC definition
Examples of CTDC in a sentence
From the Effective Date through the Closing, the Company shall, and the Vendors shall cause the Company to, except as otherwise expressly contemplated by this Agreement or as consented to in advance by the Purchaser or CTDC in writing, operate the Business solely in the ordinary course of business and in accordance with past practice and will not, in any event, take any action inconsistent with this Agreement, the Ancillary Documents or the consummation of the Closing.
Between the date of this Agreement and the Closing, the Company will promptly notify the Purchaser and CTDC in writing if the Company or any Vendor becomes aware of any fact or condition that causes or constitutes a breach of any representation, warranty or covenant of the Company or any Vendor set forth in this Agreement.
Schedule 3.7(c) sets forth all leases for personal property involving annual payments in excess of US$5,000, true and complete copies of which have been delivered or made available to the Purchaser or CTDC.
There shall not have been any Material Adverse Change with respect to the Purchaser or CTDC.
In making the decision to acquire the Consideration Shares, each Vendor has relied upon its independent investigation of CTDC and its affairs, and has not relied upon any information or representations made by any third party or upon any oral or written representations or assurances from CTDC, its officers, directors or employees or any other representatives or agents of CTDC, other than as set forth in this Agreement.
The remedies provided in this Article 11 will not be exclusive of, or limit, any other remedies that may be available to the Purchaser or CTDC or the other indemnified party.
At the Closing, upon the terms and subject to the conditions set forth in this Agreement, each of the Vendors shall transfer the Sale Shares to the Purchaser, fully paid and non-assessable, free and clear of all Encumbrances, and CTDC shall issue and allot the Consideration Shares to the Vendors, fully paid and non-assessable, free and clear of all Encumbrances.
The Parent shall reserve for issuance, at all times and keep available, free from preemptive rights, or any pledge, lien or encumbrance, a sufficient number of CTDC Common Shares to deliver upon exchange of the Convertible Note, if a Notice of Optional Exchange, as defined in the Form of Convertible Note, is delivered to the Company by any holder of the Convertible Note or in connection with an Automatic Exchange, as defined in the Form of Convertible Note.
The Purchaser or CTDC shall have obtained an independent valuation report in respect of the Company and its Business and shall be satisfied, in the sole discretion of the Purchaser and CTDC, with the results thereof.
All representations and warranties of the Purchaser and CTDC contained in this Agreement shall be true and correct at and as of the Closing as if such representations and warranties were made at and as of the Closing, and the Purchaser and CTDC shall have performed in all material respects all agreements and covenants required hereby to be performed by it prior to or at such Closing.