Rovion definition
Examples of Rovion in a sentence
Seller desires to sell, and Buyer desires to purchase, the Assets of the Business (as each such term is hereinafter defined) of Rovion for the consideration and on the terms set forth in this Agreement.
At or prior to the Closing, DGLP and Rovion shall enter into an Escrow Agreement with the Escrow Holder related to the Closing Escrow and the Holdback Escrow.
Rovion has not assigned any of its claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing, if any.
Rovion is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Other than as set forth in Exhibit B at Section 4.2, as of the date hereof, there are no shares of capital stock of Rovion issued or outstanding or any options, warrants, subscriptions, calls, rights, convertible securities or other agreements of commitments obligating Rovion is issue, transfer, sell, redeem, repurchase or otherwise acquire any shares of this capital stock or securities.
Each of the Rovion Employee Benefit Plans has been operated and administered in all material respects in accordance with the terms and with all applicable laws, and Rovion has no liability (contingent or otherwise) for any funding of such Employee Benefit Plan.
Specifically, Rovion shall not (except with the prior written consent of DGLP) grant any severance or termination pay to any officer or director or, except in the ordinary course of business consistent with past practices, to any employee of Rovion.
Rovion shall not authorize or issue, deliver or sell any shares of its capital stock or any securities convertible into such shares, or any rights, warrants, calls, subscriptions or options to acquire any such shares or convertible securities, or any other ownership interests in such capital stock.
DGLP shall notify promptly notify Rovion of any claim for indemnification describing the claim, the amount thereof (if known and quantifiable) and the basis thereof.
Mutually agreeable Escrow Agreements creating the Closing Escrow and the Holdback Escrow referred to in Section 2.1.F shall have been entered into by Rovion and DGLP.