VDC Shares definition
Examples of VDC Shares in a sentence
Buyer shall deliver to and deposit with Seller that portion of the Cash Funds and the VDC Shares necessary to satisfy Seller's indebtedness to its creditors in the amounts and manner as set forth in the Debt Schedule.
In the event none of the Failure Conditions shall occur, the Escrow Agent's appointment shall automatically terminate upon the distribution of all of the Escrowed Funds and VDC Shares in accordance herewith.
At Closing (as defined in the Purchase Agreement), the Buyer shall deliver to the Escrow Agent in furtherance of Section 4(b) of the Stipulation and subject to adjustment provided for in paragraph 8 below, 5.3 million newly issued shares of common stock, par value $2.00 per share, of Buyer (the "VDC Shares").
The Cash Funds and/or any and all VDC Shares delivered to Seller pursuant to this Section 3.3(a) shall be credited against and considered a part of the Closing Purchase Price and shall be held and distributed by Seller to the creditors (or provision shall be made for the ultimate distribution of such amounts and/or Shares to creditors upon the final resolution of any disputed amounts payable or claims against Seller) in accordance with the provisions of a further order of the Court.
Buyer shall deliver to and deposit with Trustee the portion of the Cash Funds and the number of VDC Shares necessary to satisfy Seller's indebtedness to its creditors and claimants in the amounts and manner as set forth in the Debt Schedule.
Seller shall retain such VDC Shares until such time as a disposition occurs to its stockholders pursuant to an effective registration statement in accordance with the provisions of Section 7.6 hereof.
The VDC Shares delivered by Buyer at Closing will be validly and legally issued, free and clear of any and all Liens, and will be fully paid and non-assessable, except that in the event the Court does not declare that the issuance of the VDC Shares are under a plan in Seller's bankruptcy case pursuant to Bankruptcy Code ss.1145, the VDC Shares shall be "restricted securities" pursuant to Rule 144 promulgated under the Act and except for the restrictions on resale set forth in Section 7.6 hereof.
As soon as practicable after the Effective Date, Purchaser shall promptly deliver to Seller the Cash Payment and all certificates representing the VDC Shares, and Seller shall promptly deliver to Purchaser all certificates representing the Fox Shares, in each case duly endorsed in blank or accompanied by a duly executed stock transfer power.
Notwithstanding any other provision of ------------------------ the Agreement to the contrary, no distribution of the Escrowed Funds or VDC Shares shall be made under this Agreement or otherwise, unless the Escrow Agent has the written consent of Buyer, Debtor and the Committee to any such proposed distribution, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, Buyer may withdraw any registration statement referred to in subclause (x) of this Section 2.2(a)(vi)(A) without thereby incurring liability to Activated if Buyer files a registration statement including the VDC Shares within six months after the Closing Date.