WSDF definition
Examples of WSDF in a sentence
At the Closing, the Company shall deliver the WSDF Note and the Purchased Shares to the Purchaser against delivery by the Purchaser to the Company of the purchase price therefor specified in Section 2.1. Payment of such purchase price shall be by wire transfer.
Each of Primus, PNC and WSDF does hereby further declare that --- --- its respective proxy is coupled with an interest and is irrevocable.
The Agreement, together with the exhibits and schedules thereto, the WSDF Note, the WSDF Warrant and the other Transaction Documents, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained therein.
No registration of the WSDF Note or the Shares pursuant to the provisions of the Securities Act or the state securities or "blue sky" laws will be required by the offer, sale or issuance of the WSDF Note pursuant to this Agreement.
Subject to the terms and conditions herein set forth, the Company agrees that it will issue to WSDF, and WSDF agrees that it will acquire from the Company on the Closing Date, the WSDF Warrant substantially in the form attached hereto as Exhibit B, appropriately completed in conformity herewith.
Effective as of the date of filing of the Certificate of Amendment to the Certificate of Incorporation referred to in Section 3 below, WSDF confirms that the provisions of Article 9 of the Amended and Restated Agreement shall cease to be enforceable by WSDF following repayment of the WSDF Note as herein provided.
Subject to the terms and conditions herein set forth, the Company agrees that it will issue to WSDF, and WSDF agrees that it will acquire from the Company on the Closing Date, the Note substantially in the form attached hereto as Exhibit A, appropriately completed in conformity herewith.
The Company and WSDF agree that the Put Agreement ------------- (as defined in Exhibit B) be and the same hereby is terminated effective on the --------- effective date of the Initial Public Offering, provided however that the warranties and representations of the parties thereto as set forth therein shall survive such termination to the extent expressly provided therein and, to the extent not so expressly provided therein, to the extent provided by law.
The purchase and issuance of the WSDF Note and the ------- Purchased Shares shall take place at the closing (the "CLOSING") to be held at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, 1285 Avenue of the Americas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ concurrently with the closing of the Acquisition pursuant to the Elekta Purchase Agreement (the "CLOSING DATE").
Primus, PNC and WSDF hereby consent to the ------------------ increase in the number of shares subject to issuance under the 1995 Stock Option Pool from 600,000 shares currently to 1,100,000 (post-split) as provided in Exhibit D hereto.