Ingenious definition
Examples of Ingenious in a sentence
The Exchange Shares (as defined in Section 4.1) proposed to be acquired by the Ingenious Shareholders hereunder will be acquired for investment for its own accounts, and not with a view to the resale or distribution of any part thereof, and the Ingenious Shareholder has no present intention of selling or otherwise distributing the Purden Lake Shares, except in compliance with applicable securities laws.
The representations and warranties made by Ingenious and the Ingenious Shareholder in this Agreement were true when made and shall be true on the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date.
The Ingenious Schedules and Purden Lake Schedules referred to herein and delivered pursuant to and attached to this Agreement (collectively, “Schedules”) are integral parts of this Agreement.
At the closing of the transactions described in this Section 4.1 (the “Closing”), the Ingenious Shareholders shall, upon surrender of their certificates representing the Ingenious Common Stock to Purden Lake or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing its interest in the Purden Lake Shares.
The Ingenious Shareholder is a sophisticated investor, as described in Rule 506(b)(2)(ii) promulgated under the Securities Act and has such experience in business and financial matters that it is capable of evaluating the merits and risk of an investment in Purden Lake.
Except as set forth in Schedule 1.3 of the Ingenious Schedules, Ingenious does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.
This contract is strictly between Purden Lake, Ingenious and the Ingenious Shareholder, and, except as specifically provided, no director, officer, stockholder (other than the Ingenious Shareholder), employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.
The statements of operations, stockholders’ equity and cash flows included in the Ingenious Financial Statements reflect fairly the information required to be set forth therein by GAAP.
At the Closing, Ingenious shall deliver to Purden Lake the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Ingenious now or then in the possession of Ingenious or its representatives.
The Seller is the sole shareholder of Ingenious Paragon Global Limited, a company organized and existing under the laws of British Virgin Islands (“ Holdco ”).