Second Cup definition
Examples of Second Cup in a sentence
Schedule 4.19 sets out all the employee benefit plans, programs and arrangements maintained or contributed to by The Second Cup Ltd., the Vendor, the Corporation or any of its Subsidiaries for the benefit of any current or former employee, officer or director of the Corporation or any of its Subsidiaries (the "Employee Plans").
The Vendor will cooperate in a reasonable manner with the Purchaser in the preparation of any filings which the Purchaser may be required to make under the Exchange Act and in the preparation of the Proxy Statement and Registration Statement with respect to any information about The Second Cup Ltd., the Vendor, the Corporation and its Subsidiaries which the Purchaser reasonably requests in connection with the preparation of such filings and statements.
The Proxy Statement, insofar as it relates to the meeting of Company's stockholders to vote on the Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and the Form S-4 and the Form S-1 (to the extent that the Form S-1 contains information furnished by or on behalf of Company and Second Cup) will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.
This Agreement has been duly executed and delivered by Second Cup and constitutes a legal, valid and binding agreement of Second Cup, enforceable in accordance with its terms to the fullest extent permitted by law, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally or by general principles of equity.
On or about the Effective Date, Second Cup Amalco will deliver to CDS one or more certificates evidencing the aggregate number of Second Cup Amalco Shares issued in connection with the Arrangement.
Subordination agreements in favor of the Bank signed by The Second Cup Ltd.
Second Cup Amalco also has the option to terminate registration of the Second Cup Amalco Shares through the Book Entry System, in which case certificates for the Second Cup Amalco Shares in fully registered form would be issued to beneficial owners of such Second Cup Amalco Shares or their nominees.
Second Cup Amalco Shares may be purchased, transferred or surrendered for redemption through a participant in the CDS depository service (a “CDS Participant”).
As of the date hereof, the Coffee People Shares are owned of record and beneficially by Second Cup.
In addition, the Definitive Agreement will provide that each of the parties will use their reasonable efforts to consummate the Public Offering at a price per share to the public of at least $6.00 and that Second Cup, as the majority shareholder of CP, will be entitled to elect one of the seven members of the board of directors for so long as Second Cup owns at least 10% of the outstanding shares of ▇▇▇▇▇▇▇▇ Common Stock.