DFTS definition
Examples of DFTS in a sentence
The terms of such equity financing will be a matter of negotiation between DFTS and prospective investors.
DFTS is a corporation duly organized, valid existing and in good standing under the laws of the State of Delaware and has all requisite corporate and other power, authority and legal right to own, lease and operate the properties used in its business, to carry on its business as presently conducted and to execute, deliver and perform its obligations under this Agreement.
DCI has disclosed and made available to DFTS all written information, including without limitations, all studies, analyses and test results, in their possession, custody or control relating to Hazardous Materials used, managed, handled, transported, treated, generated, stored, dispose, released or discharged by DCI or on its properties or in connection with the operation of its business.
NMKT hereby agrees to transfer and exchange its DCI Stock Interest to DFTS solely in exchange for the shares of newly created classes of DFTS's preferred stock as follows: (a) 600,000 shares of $1.50 Class C convertible preferred and (b) 3,400,000 shares of $1.50 Class D preferred.
In all cases, except to the extent waived hereunder or affected by the transactions contemplated or permitted herein, DCI and NMKT shall have performed in all material respect to the reasonable satisfaction of DFTS all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by each of DCI and NMKT at or prior to the Closing Date.
However, NMKT has stated that when and if permitted under the terms of this Agreement, it intends to convert a portion of the Class C preferred stock that it receives from DFTS into common stock which it will then distribute (without a sale thereof) to the stockholders of NMKT.
Except as set forth on Schedule 3.15, to the knowledge of DFTS after reasonable inquiry, no violation by DFTS is being alleged of any applicable law, statute, order, rule or regulation promulgated or judgment entered by any federal, state, local, foreign court or governmental authority relating to the operation, conduct or ownership of the property or business of DFTS.
NMKT acknowledges and agrees that the preferred stock it receives under this Agreement and the common stock of DFTS that may be issued upon a permitted conversion by NMKT of the Class C preferred stock of DFTS will not be registered under the Securities Act of 1933 (as amended) and that any certificate or other instrument issued representing the said stock and any certificates or other instruments issued in substitution therefor shall bear an appropriate restrictive legend.
DFTS or NMKT may terminate this Agreement at or prior to the Closing Date if the non-terminating party has failed or refused to perform its obligations under this Agreement or any of the representations and warranties made by such non-terminating party are untrue in any material respect and/or cannot be corrected on or prior to the Closing Date, then the other party may terminate this Agreement.
In the event the transactions contemplated by this Agreement are not consummated for reasons other than a breach by one or more parties of their obligations under this Agreement, DFTS, DCI and NMKT each hereby agree to return all documents and other material obtained from DFTS, DCI and/or NMKT, as the case may be, in connection with the transactions contemplated hereby.