New Motion definition

New Motion has the meaning set forth in the preface above.
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Examples of New Motion in a sentence

  • To its knowledge, MPLC has been granted and holds, and has made, all Governmental Actions/Filings necessary to the conduct by MPLC of its businesses (as presently conducted) or used or held for use by MPLC, all of which are listed in Schedule 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to New Motion.

  • To the knowledge of New Motion, New Motion holds, and has made, all Governmental Actions/Filings reasonably necessary to the conduct by New Motion of its business (as presently conducted), except with respect to any Governmental Actions/Filings the failure of which to hold or make would not reasonably be likely to have a Material Adverse Effect on New Motion.

  • This Agreement and the New Motion Note constitute valid and legally binding obligations of New Motion, enforceable against New Motion in accordance with their terms and conditions.

  • MPLC shall have delivered to New Motion the Business Records and the Resignation Letter from MPLC’s Accountants.

  • No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by New Motion, ▇▇▇▇▇▇▇▇.▇▇▇, and W3i.

  • MPLC, New Motion and the Stockholders shall not take any action prior to or following the Transaction that could reasonably be expected to cause the Transaction to fail to qualify as a tax-deferred exchange within the meaning of Section 351 of the Code.

  • All waiting periods, if any, under any law in any jurisdiction in which New Motion or MPLC has material operations relating to the transactions contemplated hereby has expired or terminated early and all material approvals required to be obtained prior to the Transaction in connection with the transactions contemplated hereby shall have been obtained.

  • The “Exchange Ratio” means the quotient of (a) 9,000,000 divided by (b) the sum of (i) the number of shares of New Motion Common Stock outstanding as of the Closing, plus (ii) number of shares of New Motion Common Stock issuable upon the exercise of all New Motion Options and Warrants outstanding as of the Closing (but specifically excluding any shares issuable pursuant to the IVG Note, as defined in Section 1.8 below).

  • To its knowledge, New Motion is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by New Motion to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on New Motion.

  • The Financial Statements have been prepared in accordance with GAAP throughout the periods covered thereby and present fairly in all material respects the financial condition of ▇▇▇▇▇▇▇▇.▇▇▇ as of such dates and the results of operations of ▇▇▇▇▇▇▇▇.▇▇▇ for such periods, provided, however, that the Most Recent Financial Statements are subject to normal year-end adjustments and New Motion understands ▇▇▇▇▇▇▇▇.▇▇▇ is a related entity and certain costs have been allocated from Affiliates.

Related to New Motion

  • Sale Motion means the motion or motions of Sellers filed with the Bankruptcy Court seeking approval and entry of the Sale Order.

  • DIP Motion means a motion to be filed by the Debtors with the Bankruptcy Court seeking Bankruptcy Court approval of the DIP Facility, which motion shall be consistent in all material respects with this Agreement and otherwise in form and substance reasonably acceptable to the Requisite Parties.

  • Buyers has the meaning set forth in the preamble.

  • Buyer has the meaning set forth in the preamble.

  • Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.