DGFC definition
Examples of DGFC in a sentence
The Company hereby grants to DGFC the right to recommend one qualified individual to be elected to fill a vacancy on the Board of Directors of the Company.
DGFC may elect to participate in such contemplated issuance or sale at the same price per share and on the same terms by delivering written notice to the Company within 20 days after delivery of the Sale Notice.
The obligation of the Company and the rights of DGCF under this Section 4.08 shall terminate at such time as DGFC ceases to be the beneficial owner of 85% of the Common Stock purchased pursuant to the terms of this Securities Purchase Agreement.
The number or amount of each security that DGFC shall be entitled to purchase shall equal the product of (a) the percentage of the Common Stock beneficially owned by DGFC, on a fully diluted basis, multiplied by (b) the number or amount of securities to be sold in the contemplated issuance or sale; provided that in no event shall such percentage exceed 19.99% of the Company.
At least 20 days prior to any issuance or sale by the Company of equity securities, or securities convertible into equity securities, of the Company to any purchaser, the Company shall deliver a written notice (the “SALE NOTICE”) to DGFC, specifying in reasonable detail the identity of the prospective purchaser, the amount of securities to be issued or sold and the terms and conditions of such securities and such issuance or sale.
Thereafter, for so long as DGFC is a holder of not less than 85% of the Common Stock purchased pursuant to this Securities Purchase Agreement, the Company shall take such actions as shall be reasonably necessary, consistent with the fiduciary duties of the Board of Directors of the Company, to cause the one designee of DGFC to be nominated for election to the Board of Directors of the Company at each meeting at which directors are to be elected.
If the Parties do not mutually resolve the issue, DGFC may approach the Court for relief, pursuant to Section 11 below.
The certificate evidencing the Point.360 Shares shall be delivered by overnight courier to: DGFC, Attention: O▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer, 7▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Freeway, Suite 700, Irving, TX 75039.
DGFC is obligated to pay vaulting-related fees to Point.360 for services performed until June 22, 2010, at rates under the “DG FastChannel Media Storage and Service Rate Card,” dated August 8, 2007, attached to the PPS Agreement (the “Original Vaulting Rate Card”).
In its Counterclaim, Point.360 brought claims against DGFC for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, and declaratory relief.