PDM USA definition
Examples of PDM USA in a sentence
Such Stockholder is the beneficial owner and, to the extent indicated, record holder of the shares of capital stock of NORD and the options, warrants, convertible notes and other convertible securities of NORD indicated on the signature page hereof, free and clear of any Encumbrance that, in each case, would deprive PDM and PDM USA of the benefits of this Agreement.
NORD shall notify PDM USA as soon as practicable, but in any event within one business day, if it receives (i) any proxy, power of attorney or similar authorization or any revocation which purports to revoke or otherwise conflicts with any Proxy, or (ii) any request or notice of transfer of any Shares or New Shares of any Stockholder.
Each Stockholder shall promptly, and in any event within two business days, notify PDM USA of the number of New Shares it acquires from time to time.
Each of the Stockholders, NORD and PDM USA hereby acknowledges, represents and warrants that (i) it has read and fully understood this Agreement and the implications and consequences thereof; (ii) it has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of its own choice, or it has made a voluntary and informed decision to decline to seek such counsel; and (iii) it is fully aware of the legal and binding effect of this Agreement.
Without limiting the generality of the foregoing, each Stockholder (solely in its capacity as such) shall execute and deliver any additional documents and instruments as necessary or desirable, in the reasonable opinion of PDM USA, to carry out the intent of this Agreement, including executing another or different appointment of proxy.
Concurrently with the execution and delivery of this Agreement, each Stockholder agrees to deliver to PDM USA a duly executed Irrevocable Proxy and Power Of Attorney substantially in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable during the term of this Agreement to the fullest extent permissible by law, with respect to the Shares and the New Shares.
If, within such notice period, PDM USA provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Deposit Fund, as the case may be, then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Deposit Fund to such designated successor.
NORD shall deliver the Closing Balance Sheet and Closing Schedule as described in Section 2.6 to PDM USA, subject to review and comment by PDM USA.
All interest and other income earned from the investment of the Deposit Fund, after deduction of and remittance to PDM USA of the amount of any taxes payable by PDM USA with respect to such interest and other income (“Escrow Income Taxes”), shall be used to pay fees and expenses of the Escrow Agent described in Section 5 below.
The respective interests of NORD and PDM USA in the Deposit Fund ultimately available for distribution shall not be assignable or transferable, other than by operation of law.