LVDG definition
Examples of LVDG in a sentence
SAGC has filed with the SEC, and has previously delivered to LVDG true and complete copies of, all forms, reports, schedules, statements, and other documents required to be filed by SAGC since January 1, 1995, under the Securities Act or the Exchange Act.
This Agreement may be amended by written agreement between LVDG and SAGC prior to the Effective Time, whether prior to or after approval hereof by the stockholders of SAGC and/or the stockholders of LVDG, but after any such approval no amendment shall be made to the exchange ratio pursuant to which outstanding shares of SAGC Common and Preferred Stock are converted into shares of LVDG Common and Preferred Stock pursuant to the Merger, without the further approval of such stockholders.
SAGC shall have executed and delivered to LVDG counterparts of the Certificates of Merger to be filed with the Secretaries of State of the States of Colorado and Nevada in connection with the Merger.
Neither LVDG nor any officer, director or employee of LVDG has been permanently or temporarily enjoined or barred by order, judgment or decree of any court or other tribunal or any agency or self-regulatory body from engaging in or continuing any conduct or practice in connection with its business.
None of the information and documents which have been or may be furnished by SAGC or any of its Representatives to LVDG or its Representatives in connection with the transactions contemplated hereby is or will be materially false or misleading or contains or will contain any material misstatement of fact or omits or will omit any material fact necessary to be stated in order to make the statements therein not misleading.
The minute books of LVDG as previously made available to SAGC and its counsel contain accurate records of all meetings, and accurately reflect all other corporate action of the shareholders and directors of LVDG.
In the event LVDG or SAGC shall elect to terminate this Agreement pursuant to Section 9.1, it shall give written notice of such termination to the other party, which notice shall state the reasons for such termination.
LVDG shall have delivered to SAGC an opinion of counsel to LVDG, in a form to be agreed upon by the parties hereto.
Schedule 3.9 sets forth a correct and complete list of all of the real properties, together with the buildings, improvements, and structures located thereon, owned or used by LVDG in the conduct of its business, indicating whether such property is owned or leased and setting forth where such property is located.
SAGC and LVDG shall have obtained all necessary waivers, consents, authorizations or approvals of, and made any necessary filings with, any governmental, public or self-regulatory body or authority or any other third party to the consummation of the transactions contemplated hereby, or executions therefrom or waivers thereof, and any requisite waiting period with respect thereto shall have expired.