OD2 definition
Examples of OD2 in a sentence
Pursuant to an offer document dated 22 June, 2004, Loudeye acquired 100% of the issued share capital of On Demand Distribution Limited ("OD2") from the Former OD2 Shareholders in June 2004 and August 2004 (the "ACQUISITION").
The surrender of Contingent Value Rights by Former OD2 Shareholders pursuant to Clause 3.1 and cancellation of all such Contingent Value Rights will automatically take effect at the Effective Time, will be irrevocable and unconditional and will not require any further action on the part of the parties hereto.
Loudeye and the Former OD2 Shareholders agree that Loudeye will file this Agreement (together with a summary thereof) on Form 8-K with the Securities and Exchange Commission within one Business Day after this Agreement has been executed and delivered by Loudeye.
Except as set forth in SECTION 2.4(c) of the Company Disclosure Letter, the Company, On Demand Distribution Limited ("OD2") and Overpeer Inc.
The Optionholder was granted option(s) (the "OLD OPTION") over ordinary shares in On Demand Distribution Limited ("OD2") pursuant to a letter agreement dated 24th April, 2003 effecting the Old Option (the "OLD OPTION AGREEMENT").
To the extent a Former OD2 Shareholder was issued a Series A Note, such Former OD2 Shareholder agrees that the issue of the Accelerated Consideration Shares to such Former OD2 Shareholder shall be in full satisfaction of all remaining obligations of Loudeye under such Former OD2 Shareholder's Series A Note, and each such Former OD2 Shareholder shall surrender its Series A Note Certificate to Loudeye for cancellation.
In the event that Loudeye fails to pay the First Cash Payment and/or the Second Cash Payment to any Former OD2 Shareholder when the same is due, then Loudeye agrees to pay to that Former OD2 Shareholder an amount per month equal to 1% of the amount of the unpaid portion of the relevant Cash Payment until such time as that Cash Payment is actually paid, which amount shall be pro-rated for partial months.
Each Former OD2 Shareholder makes the representations, warranties and undertakings to Loudeye set forth in Schedule 2 hereto.
The Optionholder was granted option(s) (the "OLD OPTION") over Shares in On Demand Distribution Limited ("OD2") under the Plan and pursuant to an option agreement effecting the Old Option (the "OLD OPTION AGREEMENT").
Loudeye and the Former OD2 Shareholders hereby agree and undertake that if the Effective Time occurs, the final two instalments of Deferred Consideration referred to at each of paragraphs 2(ii)(b) and 2(ii)(c) of the Loudeye Letter shall be replaced and extinguished in full by the issue to each Former OD2 Shareholder of the number of Loudeye Shares set forth opposite such Former OD2 Shareholder's name in column 6 of Schedule 1 hereto (the "ACCELERATED CONSIDERATION SHARES").