DAVN definition
Examples of DAVN in a sentence
DAVN acknowledges receipt of the current unaudited balance sheets of the Company, along with the related unaudited statements of income, changes in stockholders’ equity, and cash flows of the Company for the periods then ended (the "Company Financial Statements").
This Agreement has been duly executed and delivered by the Company and, assuming it is a valid and binding obligation of DAVN and Merger Sub, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.
Since the date of this Agreement, DAVN and all DAVN Subsidiaries shall have continued to conduct their operations in accordance with the provisions of Section 5.1 of this Agreement.
Each of DAVN and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder.
DAVN and Merger Sub are each corporations duly organized, validly existing and in good standing under the laws of the States of Nevada and Delaware, respectively; and each has the requisite corporate power to carry on their respective businesses as now conducted.
Neither DAVN nor, to DAVN’s Knowledge, any of its Affiliates has through the date of this Agreement taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code.
All of the outstanding shares of capital stock of each DAVN Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable.
The Company has heretofore been delivered to DAVN true and complete copies of the Company Plans and any amendments thereto, any related trust, insurance contract, summary plan description, and, to the extent required under ERISA or the Code, the most recent annual report on Form 5500 and summaries of material modifications.
The Company shall have furnished to DAVN a certificate of the Chief Executive Officer and the Chief Financial of the Company, dated as of the Effective Date, in which such officers shall certify that, to their best Knowledge, the conditions set forth in Sections 7.2(a), (b) and (c) have been fulfilled.
There is no fact of which DAVN or Merger Sub has Knowledge that has not been disclosed to the Company pursuant to this Agreement, including the schedules hereto, all taken together as a whole, which has had or could reasonably be expected to have a Material Adverse Effect on DAVN or Merger Sub, or materially adversely affect the ability of DAVN or Merger Sub to consummate in a timely manner the transactions contemplated hereby.