Changes of Name Clause Samples
Changes of Name. 19.1 As soon as reasonably practicable after Closing and in any event within 90 days after the Closing Date, the Seller shall procure that the names of each of: (a) the Seller; and (b) Global Education & Technology Group Ltd (company number 233480 incorporated in the Cayman Islands) are changed to a name which does not consist of or include the phrase “Global Education & Technology”.
19.2 Subject to clause 19.3, as soon as reasonably practicable after Closing and in any event within 90 days after the Closing Date (Grace Period), the Purchaser shall procure that the Target Group Companies shall cease to use or display any trade or service name or ▇▇▇▇, business name, logo or domain name that consists of or includes “Pearson”, “▇▇▇▇▇”, and “YAZOO” or any trade or service name or ▇▇▇▇, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them (the Tail Period IP). Prior to the expiration of the Grace Period, the Seller shall not and shall procure its Affiliates not to claim against any Target Group Company (including any of its franchise schools) for any infringement of the Tail Period IP by any Target Group Company (including any of its franchise schools).
19.3 With effect from Closing, the Purchaser shall procure that the Target Group Companies shall not use or display any trade or service name or ▇▇▇▇, business name, logo or domain name that consists of or includes “Longman” or is otherwise associated with the “Longman” brand or any trade or service name or ▇▇▇▇, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them.
19.4 Without limitation to clauses 19.2 and 19.3, if the Purchaser becomes aware (including by notification from a member of the Seller’s Group or its Representatives) that any Target Group Company is using or displaying any trade or service name or ▇▇▇▇, business name, logo or domain name used or held by the Seller’s Group or any trade or service name or ▇▇▇▇, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them (a Seller Group IP), the Purchaser shall promptly, and in any event within 30 days from the date the Purchaser becomes so aware, procure that the Target Group Companies cease to use or display such Seller Group IP.
19.5 With effect from Closing, the Target Group C...
Changes of Name. 16.1 The Purchaser shall procure that:
(a) as soon as reasonably practicable after Closing and in any event within 30 calendar days after the Closing Date, the name of the Company is changed to a name that does not include the word “Anadarko” or “Occidental” or any name that, in the reasonable opinion of the Seller, is substantially the same as, or confusingly similar to, the name of any member of the Seller Group; and
(b) as soon as reasonably practicable after Closing and in any event, within three months after the Closing Date: (i) the Company shall cease to use or display any trade or service name or m▇▇▇, business name, logo, or domain name used or held by any member of the Seller Group or any m▇▇▇, name or logo that, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them; and (ii) the Company shall not hold itself out as being part of, or otherwise connected or associated with, the Seller Group.
16.2 Within seven calendar days of the change of name of the Company pursuant to Clause 16.1 becoming effective, the Purchaser shall communicate the new name of the Company to:
(a) the Seller;
(b) any banks with which the Company maintains accounts; and
(c) the Minister of Energy, the GNPC and any other Government Entity that the Company is required to notify pursuant to applicable laws or regulations.
16.3 Until the change of name of the Company pursuant to Clause 16.1 is effective, the Company shall be permitted to continue to use the name “Anadarko WCTP Company” to the extent that it is required to do so by applicable law or regulation or otherwise has received the prior written consent of the Seller, and provided that the Purchaser shall, and shall ensure that the Company shall, only use such name in:
(a) a manner that complies with all applicable laws and regulations;
(b) an unstylised form; and
(c) accordance with any reasonable instructions that the Seller might provide.
Changes of Name. 15.1 The Purchaser shall procure that:
(a) as soon as reasonably practicable after the Closing Date and in any event within 30 days afterwards, the name of any Target Company which consists of or incorporates any of the words “R▇▇▇”, “R▇▇▇ Elsevier”, “Elsevier” or “Butterworth” is changed to a name which does not include such word or words, or any name which, in the reasonable opinion of the Seller, is substantially or confusingly similar;
(b) as soon as reasonably practicable after the Closing Date and in any event within 6 months afterwards, the Target Companies and the Businesses shall cease to use or display any trade or service name or m▇▇▇, business name, logo or domain name used or held by any member of the Seller Group or any m▇▇▇, name or logo which, in the reasonable opinion of the Seller, is substantially or confusingly similar to any of them.
15.2 For a period of 12 months from Closing, the restrictions in clause 15.1 shall not apply to the use, display, or disposal of any stock, inventory, stationery, sales or marketing documentation or any other media, in each case, which was produced prior to the Closing Date. The restrictions in clause 15.1 shall not apply to any incidental, de minimis, use of any of the words “R▇▇▇”, “R▇▇▇ Elsevier”, “Elsevier” or “Butterworth” resulting from any Target Company having being an Affiliate of the Seller prior to Closing including, without limitation, such usage in copyright notices, title pages and similar incidental uses in publications produced prior to the Closing Date.
15.3 On or as soon as possible after Closing, the Purchaser and the Seller shall send out a joint notice in the Agreed Form to an agreed list of the suppliers, customers and clients of the Target Business advising them of the transfer of the Target Business.
15.4 Save as expressly provided for in the Transaction Documents, the Seller undertakes that it shall not, and shall procure that no member of the Seller Group:
(a) contain in their company name, trade or business name, use or display for any purposes, any name, m▇▇▇, logo or domain name forming part of the Target Company IP or Owned IP or anything which in the reasonable opinion of the Purchaser is substantially or confusingly similar to any name, m▇▇▇, logo or domain name forming part of the Target Company IP or Owned IP; or
(b) apply for registration or grant of any trade m▇▇▇, logo or domain name or other Intellectual Property Rights containing any name, m▇▇▇, logo or domain name fo...
Changes of Name. 18.1 The Buyer acknowledges that ▇▇▇▇-▇▇▇▇▇ and/or its Affiliates have the absolute and exclusive proprietary right to all trade or service names or marks, business names, logos or domain names incorporating the word “▇▇▇▇-▇▇▇▇▇” or any derivation thereof and any corporate symbols or logos related thereto. The Buyer agrees that it will not, and will cause its Affiliates not to, use the word “▇▇▇▇-▇▇▇▇▇” or any symbol or logo incorporating any such word in connection with the sale of any goods or services or otherwise in the conduct of its or their businesses.
18.2 Without prejudice to the foregoing, the Buyer undertakes to ▇▇▇▇-▇▇▇▇▇ to procure that:
(a) as soon as reasonably practicable after the Completion Date and in any event within 30 (thirty) days afterwards, the name of the Company which consists of or incorporates the word “▇▇▇▇-▇▇▇▇▇” is changed to a name which does not include the word “▇▇▇▇-▇▇▇▇▇” or any name which, in the reasonable opinion of ▇▇▇▇-▇▇▇▇▇, is substantially or confusingly similar;
(b) as soon as reasonably practicable after the Completion Date and in any event within 30 (thirty) days afterwards, the Company shall cease in any manner whatsoever to use or display any trade or service name or ▇▇▇▇, business name, logo or domain name used or held by any member of ▇▇▇▇-▇▇▇▇▇ Group or trade or service name or ▇▇▇▇, business name, logo or domain name which, in the reasonable opinion of ▇▇▇▇-▇▇▇▇▇, is substantially or confusingly similar to any of them.
Changes of Name. Where an applicant who files an application in Canada or who complies with the requirements of subsection 58(1) and, where applicable, subsection 58(2) is not the inventor, the following must be registered in the Patent Office:
Changes of Name. The Purchaser shall procure that:
(a) as soon as reasonably practicable after the date of the Closing and in any event within 40 Business Days afterwards, the name of any Company which consists of or incorporates the word "Cambrex" and/or "Profarmaco" in relation to the Cambrex Cork group companies and Landen is changed to a name which does not include that word or ▇▇▇ ▇ame which, in the reasonable opinion of the Seller, is substantially or confusingly similar; and
(b) as soon as reasonably practicable after the date of the Closing and in any event within 40 Business Days afterwards, the Companies shall cease to use or display any trade or service name or mark, business name, logo or domain name used or held by any me▇▇▇▇ of the Seller Group or any mark, name or logo which, in the reasonable opinion of the Sell▇▇, is substantially or confusingly similar to any of them provided following the expiry of the 40 Business Day period the Companies may continue to use any such mark, name or label on then existing product inventory if they ▇▇▇▇ state on such product inventory the new name of the Company selling such inventory.
Changes of Name. 19.1 The Buyer acknowledges that, as between the Buyer and K▇▇▇-▇▇▇▇▇, K▇▇▇-▇▇▇▇▇ and/or its Affiliates have the absolute and exclusive proprietary right to all trade or service names or marks, business names, logos or domain names incorporating the word “K▇▇▇-▇▇▇▇▇” or any derivation thereof and any corporate symbols or logos related thereto. The Buyer agrees that it will not, and will cause its Affiliates not to, use the word “K▇▇▇-▇▇▇▇▇” or any symbol or logo incorporating any such word in connection with the sale of any goods or services or otherwise in the conduct of its or their businesses.
19.2 Without prejudice to the foregoing, the Buyer undertakes to K▇▇▇-▇▇▇▇▇ to procure that:
(a) as soon as reasonably practicable after the Completion Date and in any event within 60 (sixty) days afterwards, the name of any Target Company which consists of or incorporates the word “K▇▇▇-▇▇▇▇▇” is changed to a name which does not include the word “K▇▇▇-▇▇▇▇▇” or any name which, in the reasonable opinion of K▇▇▇-▇▇▇▇▇, is substantially or confusingly similar;
(b) as soon as reasonably practicable after the Completion Date and in any event within 60 (sixty) days afterwards, the Target Companies shall cease in any manner whatsoever to use or display any trade or service name or m▇▇▇, business name, logo or domain name used or held by any member of K▇▇▇-▇▇▇▇▇ Group or trade or service name or m▇▇▇, business name, logo or domain name which, in the reasonable opinion of K▇▇▇-▇▇▇▇▇, is substantially or confusingly similar to any of them.
Changes of Name. 2.1 It is confirmed and acknowledged that:
2.1.1 by a re-registration effective from 17 December 2002, Nycomed Danmark A/S was re-registered as Nycomed Danmark ApS;
2.1.2 by a certificate of incorporation issued upon change of name dated 23 December 2003, KSB effected a change of name to Xenova Biomedix Limited; and
2.1.3 notwithstanding such changes of name and re-registration, the Licence Agreement continues in full force and effect between the parties thereto.
Changes of Name. 10.1 The Purchaser shall procure that:
(a) as soon as reasonably practicable after the Closing Date and in any event within ninety (90) days afterwards, the name of any Group Company which consists of or incorporates the word “AES” is changed to a name which does not include that word or any word which, in the reasonable opinion of the Seller, is substantially or confusingly similar;
(b) as soon as reasonably practicable after the Closing Date and in any event within ninety (90) days afterwards, the Group Companies shall cease to use or display any trade or service name or m▇▇▇, business name, logo or domain name used or held by any member of the Seller Group or any m▇▇▇, name or logo which, in the reasonable opinion of the Seller, is substantially or confusingly similar to any of them.
10.2 The Seller shall, at the cost of the Purchaser, provide the Purchaser with such necessary information, documents or assistance as is reasonably required and requested for the purposes of this clause 10.
Changes of Name. Provided the Purchasers have notified the Sellers at least seven (7) days prior to Closing of the replacement corporate names the Purchasers require (which must satisfy the requirements set out in this clause), the Sellers shall deliver to the Purchasers at Closing duly passed resolutions of the Target Companies resolving to change the names of the Target Companies to names not consisting of or incorporating the word “Campbell” and/or “Campbell’s” or any word which in the reasonable opinion of the Sellers is substantially or confusingly similar to “Campbell” and/or “Campbell’s”. The Purchasers shall in any event procure that:
(a) as soon as reasonably practicable after the Closing Date and in any event within one month afterwards the names of the Target Companies are so changed (including filing the necessary resolutions at the relevant company registries);
(b) as soon as reasonably practicable after the Closing Date and in any event within three months afterwards and except as provided in (and subject to) the Campbell’s Trade M▇▇▇ Licence, and except in respect of the Common Brands and Target IP, the Target Companies shall cease to use or display any trade or service name or m▇▇▇, business name, logo or domain name then used or held by any member of the Sellers’ Group or any m▇▇▇, name or logo which, in the reasonable opinion of the Sellers, is substantially or confusingly similar to any of them.
(c) Each of the Sellers undertakes that it shall not, and shall procure that no member of the Sellers’ Group shall:
(i) contain in their company name, trade or business name, use or display for any purposes, any name, m▇▇▇, logo or domain name forming part of the Target IP or anything which in the reasonable opinion of the Purchasers is substantially or confusingly similar to any name, m▇▇▇, logo or domain name forming part of the Target IP; or
(ii) in any way hold themselves out as being in any way connected with the Target Companies or the Purchasers other than as a predecessor in operating the Business or as a licensor; or
(iii) apply for registration or grant of any trade m▇▇▇, logo or domain name or other Intellectual Property Rights containing any name, m▇▇▇, logo or domain name forming part of the Target IP or any name, m▇▇▇, logo or domain name which, in the reasonable opinion of the Purchasers, is substantially or confusingly similar, provided that these undertakings shall not prohibit any member of the Sellers’ Group from using, or carrying out any of t...