XVT definition
Examples of XVT in a sentence
Each of Peregrine, the Company and XVT shall use all reasonable efforts, on or prior to the Closing, to execute and deliver all such instruments, documents or certificates as may be necessary or advisable, on the advice of counsel, for the consummation at the Closing of the transactions contemplated by this Agreement or to cause the Effective Time, subject to consummation at the Closing, to occur as soon as practicable.
At the request of Borrower, Lender has and does hereby release and discharge (a) all obligations and liabilities of XVT Software, Inc.
The option price of each share of Peregrine Common subject to an assumed Outstanding Option shall be the amount (rounded up to the nearest whole cent) obtained by dividing the exercise price per share of XVT Common at which such option is exercisable immediately before the Effective Time by the Common Exchange Ratio.
Each holder of shares of XVT Preferred or XVT Common who otherwise would have been entitled to receive a fraction of a share of Peregrine Common shall receive in lieu thereof cash, without interest, in an amount determined by multiplying such holder's fractional interest by $5.00.
In accordance with Section 251 of the Delaware Corporation Law, the Company shall be merged with and into XVT (the "MERGER"), and XVT shall be the surviving corporation (such corporation in its capacity as such surviving corporation, the "SURVIVING CORPORATION").
Since January 1, 2021, to Seller’s Knowledge, there has been no unauthorized access, use, intrusion, or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any Seller Proprietary Software, that has caused any material disruption of or interruption to the use of such Seller Proprietary Software or the conduct of the Business.
XVT is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect on XVT.
Pending such surrender and exchange, such holder's certificate or certificates for shares of XVT Preferred or XVT Common shall be deemed for all corporate purposes, by virtue of the Merger and without any action on the part of the holder thereof, to evidence only the right to receive the shares of Peregrine Common and cash (if any) provided for under this Agreement.
This Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by Peregrine and XVT (or by any officers, directors, stockholders or partners of any of such parties) relating to the matters contemplated hereby.
The capital stock of XVT being acquired by Peregrine in the Merger is being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof.