Ovale definition
Examples of Ovale in a sentence
In order to release the (euro)443,894 from the trust, to induce the Class A shareholders of Ovale to cooperate in this transaction, and the Class B shareholders of Ovale to defer in the receipt of their shares of Orion, the parties have agreed to conduct two closings, an Initial Closing and a Second Closing.
Ovale has performed all obligations required to be performed by it to date hereunder, and is not in default in respect of any Commitment, and to Ovale's best knowledge no event has occurred which, with due notice or lapse of time or both, would constitute such a default.
At the Closing, the Parties shall carry out the transactions set out in Section 1.1, and the Ovale Shareholders shall deliver to Orion the stock certificates representing the Ovale Shares.
Each of the representations and warranties set forth in this Article II shall be deemed represented and made by Ovale at the Closing as if made at such time and shall survive the Closing for a period terminating on the first anniversary thereof.
Each Ovale Shareholder severally represents that he is the sole record and beneficial owner of the Ovale Shares set forth opposite such holder's name on Schedule 3.1 hereto, that he has the sole and undisputed power, right and authority to sell, transfer, option, pledge or hypothecate the same; and owns his Ovale Shares free and clear of any and all liens, suits, proceedings, claims and encumbrances of any kind, nature or description whether accrued, absolute, contingent or otherwise.
Except as set forth on Schedule 2.13, there are no licenses, permits, franchises, authorizations and approvals issued or granted to Ovale by any national, federal, state or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing (the "Licenses and Permits").
Orion has heretofore furnished to Ovale audited financial statements as of and for the two fiscal years ended on April 30, 2004, accompanied by the report thereon of Orion's Independent Certified Public Accountants, (the "Orion Audited Financial Statements").
Ovale has not executed an extension or waiver of any statute of limitations on the assessment or collection of Tax that is currently in effect.
Orion has heretofore furnished to Ovale unaudited financial statements as of and for the nine months ended January 31, 2004, accompanied by the report thereon of Orion's Independent Certified Public Accountants As a condition precedent to the Closing.
In the event of termination and abandonment of this Agreement by Ovale, or by Orion pursuant to Section 8.1, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action.