UBID definition
Examples of UBID in a sentence
There are no judicial, governmental, administrative or arbitral actions, claims, suits or proceedings or investigations (collectively, “Legal Proceedings”) pending or, to the Knowledge of UBID, threatened against or involving UBID or any of its respective property or assets, except as set forth on Schedule 3.7. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving UBID.
The copies of the Certificate of Incorporation and of the Bylaws of the Company which have been delivered to UBID are true, correct and complete copies thereof.
As of December 31, 2017, the date of UBID’s most recent balance sheet, except as set forth on such balance sheet, UBID does not have any debts, liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which balance sheet shall be updated as of the Closing Date.
To the Knowledge of UBID, no other party to any such Material Contract of UBID is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder.
UBID is a Delaware corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has requisite corporate power and authority and governmental approvals to own, lease and operate its properties and to carry on its business as currently conducted.
UBID is not in violation of, default under, or conflict with, any applicable order, consent, approval, authorization, registration, declaration, filing, judgment, injunction, award, decree or writ of any Governmental Body or court of competent jurisdiction (collectively, “Orders”) or any Applicable Law, except for any such violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
Except for (i) those consents, approvals, orders, authorizations, filings or notices set forth on Schedule 3.10, (ii) applicable requirements of the Securities Act, and (iii) the DE Certificate of Merger, no consent, approval or authorization of, filing with, or notice to, any Governmental Body is required by UBID in connection with the execution, delivery and performance by UBID of this Agreement, each and every agreement contemplated hereby, and the consummation by UBID of the Transactions.
UBID is not now, and has not been in the last five years, bound by or party to any collective bargaining agreement and, to the Knowledge of UBID, no application for certification of a collective bargaining agent is pending.
All Taxes owed by UBID (whether or not shown as due on any Tax Returns) have been paid in full.
The fractional share interest of UBID Shareholders shall be aggregated such that no UBID Shareholder shall receive more than the one (1) share of Company Common Stock with respect to any interest in fractional shares.