DSAC definition
Examples of DSAC in a sentence
DSAC is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within DSAC’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational action on the part of DSAC.
DSAC will be responsible for all fees and expenses incurred in connection with transfer agents, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance and resale of the Backstop Purchase Shares and any securities issuable upon conversion or exercise of the Backstop Purchase Shares (in each case, if applicable).
Pursuant to this Agreement, the Trustees may fully and sufficiently exercise the Entrusted Rights in accordance with the then effective articles of association of DSAC.
As of the date hereof and as of immediately prior to the BPS Closing, the authorized share capital of DSAC consists of 180,000,000 Class A Ordinary Shares, 20,000,000 DSAC Class B Ordinary Shares and 1,000,000 preference shares, $0.0001 par value each.
Except as may be required by law, regulation or applicable stock exchange listing requirements, or upon the request of a Governmental Authority, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by DSAC, the Parties shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.
Such Purchaser acknowledges that neither DSAC nor any of its representatives has made or makes any representation or warranty to such Purchaser in respect of DSAC, the Company or the transactions contemplated by the Merger Agreement other than, in the case of DSAC, the representations and warranties contained in this Agreement.
Each Purchaser agrees that irreparable damage may occur to DSAC and the Company in the event any provision of this Agreement is not performed by such Purchaser in accordance with the terms hereof and that DSAC and the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity, without a requirement to post bond or any other security.
The Equityholder agrees to execute and deliver, or cause to be executed and delivered, all further documents and instruments as DSAC may reasonably request to consummate and make effective the transactions contemplated by the Merger Agreement and this Agreement.
County shall pay for all Closing costs and fees for preparation of all closing documents and recording except for Georgia transfer tax.
Neither DSAC, nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the sale of the Backstop Purchase Shares.