OUTD definition

OUTD has the meaning set forth in the recitals.
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Examples of OUTD in a sentence

  • Such Supporting Party further represents that, as of the date hereof and as of the time of any OUTD Voting Event, any proxies given in respect of its OUTD Shares, as applicable, have been revoked.

  • During the term of this Agreement, each Supporting Party agrees to not incur any additional indebtedness for which any of their OUTD Shares are used as collateral to secure such indebtedness.

  • Except for Liens created under this Agreement and except for the Margin Shares, such Supporting Party has, as of the date hereof, good and valid title to its OUTD Shares, free and clear of Liens, proxies, powers of attorney, voting trusts or agreements (collectively, the “Encumbrances”) other than any restrictions under securities laws and shall have, subject to Article IV, good and valid title to such OUTD Shares as of the time of any OUTD Voting Event, free and clear of Encumbrances.

  • Each Supporting Party hereby revokes (or causes to be revoked) any and all previous voting proxies granted with respect to the voting of any of such Supporting Party’s Covered OUTD Shares.

  • As of the date of this Agreement, such Supporting Party is the Beneficial Owner of the OUTD Shares set forth on Schedule I opposite such Supporting Party’s name.

  • It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, OUTD and Parent shall only be obligated to provide the maximum coverage as may be obtained for such aggregate amount.

  • It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, OUTD, IM and Parent shall only be obligated to provide the maximum coverage as may be obtained for such aggregate amount.

  • Each OUTD IP License is a legal, valid and binding obligation of OUTD or its Subsidiaries, as applicable, to the knowledge of OUTD is in full force and effect and is enforceable against OUTD or its Subsidiaries, as applicable, and, to the knowledge of OUTD, the other parties thereto.

  • Neither such Supporting Party nor any of its Affiliates is a party to, or bound by, any agreement (other than this Agreement and the Merger Agreement) relating to the Merger, any Alternative Proposal, the voting of any of its Covered OUTD Shares, or the sale, transfer or other disposition of its Covered OUTD Shares, or has any other arrangement or understanding with any other holder of OUTD Shares relating to any of the foregoing.

  • Except as disclosed on Schedule 3.1(d), and except for customary director and officer indemnification or exculpation rights and the matters referred to in Section 5.1, as of the date hereof neither such Supporting Party nor, if such Supporting Party is not a natural person, any of its officers or directors or other Affiliates, is a party to or the beneficiary of any Contract with OUTD or any of its Subsidiaries or has any interest in any property used by OUTD or any of its Subsidiaries.

Related to OUTD

  • Acquiror has the meaning specified in the Preamble hereto.

  • FMS Means the provision by Cartrack to the Client of a real-time web-based system whereby the Client is able to position, monitor and obtain reports covering various aspects of driver and vehicle performance. This Service only applies where a GPS fleet management Unit is installed and is limited to the Territory, except if the Product specifically incorporates international data roaming, in which case the roaming data service will be provided in specified countries.

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Company Financial Advisor has the meaning set forth in Section 3.10.