Company Transfer Sample Clauses

Company Transfer. (1) In the event of a transfer pursuant to (i) or (ii) above (a “Company Transfer’’), the Covered Products will be limited to the products that had been commercially released or are in development (as defined by the existence of a design or a specification) by Seller prior to the effective date of such Company Transfer, provided that such products in development are commercialized within thirty-six (36) months of such Company Transfer, and the Covered Products will not include, and in no event will the Seller License extend to, any other products, processes or services of (x) a Permitted Transferee, (y) any affiliate (other than Seller) of such Permitted Transferee, or (z) any other person.
Company Transfer. Except as set forth in Section 2.23 of the Disclosure Schedule, the transfer of the Company's interest in ABAEI has been consummated on terms that do not impose any liability or obligation on any Purchased Entity (whether contingent or otherwise).

Related to Company Transfer

Equity Transfer 1.1 Party B and Party C agree to transfer the Equity to Party A, and Party A agrees to acquire such Equity. Upon completion of the Equity Transfer, Party A shall hold 100% of the Equity.
Permitted Transferee The term "Permitted Transferee" means any transferee of Units pursuant to clauses (e) or (f) of the definition of "Exempt Transfer" as defined in the Securityholders Agreement.
Closing of Company Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Exchange Agent or the Parent, such Certificates shall be canceled and exchanged as provided in this Article I.
Permitted Transfer Notwithstanding the foregoing, but subject to Paragraphs 6.1 and 6.6 of this Lease, Tenant may, without Landlord’s consent, assign this Lease, sublet all or any part of the Premises or otherwise transfer Tenant’s interest in and to this Lease while Tenant is not in default to (i) any other entity which is an Affiliate (as defined below) of Tenant or (ii) any entity which merges or consolidates with, or acquires substantially all of the assets of or ownership interests in Tenant (as used herein, a “Permitted Transfer”). Tenant shall provide a Tenant’s Notice with respect to any Permitted Transfer within twenty (20) days prior to the effective date thereof. No Permitted Transfer shall be deemed to constitute a release of Tenant from its obligations under this Lease. As used herein, “Affiliate” shall mean (A) an entity in which Tenant owns more than 50% of the ownership interests, (B) an entity that owns more than 50% of the ownership interests in Tenant (the “Parent Entity”), or (C) an entity who has the same Parent Entity as Tenant. Notwithstanding anything to the contrary in this Lease, (a) an initial public offering of Tenant shall not be deemed an assignment or transfer of the Lease; and (b) sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if such sale or transfer occurs in connection with a bona fide financing or capitalization for the benefit of Tenant and there is no change in control of Tenant.
Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:
Valid Transfer This Assignment constitutes a valid sale, transfer and -------------- assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and upon the filing of the financing statements described in Section 3 of this Assignment with the Secretary of State of the State of Minnesota and other applicable states and counties and, in the case of the Receivables and the Collateral Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, except for Liens permitted under Section 2.6(a) of the Receivables Purchase Agreement;
Public Sale Trustee is hereby authorized and empowered, and it shall be Trustee's special duty, upon such request of Lender, to sell the Property, or any part thereof, at public auction to the highest bidder for cash, with or without having taken possession of same. Any such sale (including notice thereof) shall comply with the applicable requirements, at the time of the sale, of Section 51.002 of the Texas Property Code or, if and to the extent such statute is not then in force, with the applicable requirements, at the time of the sale, of the successor statute or statutes, if any, governing sales of Texas real property under powers of sale conferred by deeds of trust. If there is no statute in force at the time of the sale governing sales of Texas real property under powers of sale conferred by deeds of trust, such sale shall comply with applicable law, at the time of the sale, governing sales of Texas real property under powers of sale conferred by deeds of trust. Trustee or his successor or substitute may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the posting of notices, and the conduct of sale, but in the name and on behalf of Trustee, his successor or substitute.
Qualified Transferee Any Transfer of a Partnership Interest shall be made only to a single Qualified Transferee; provided, however, that, for such purposes, all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee; and provided, further, that each Transfer meeting the minimum Transfer restriction of Section 11.3.A(4) hereof may be to a separate Qualified Transferee.
Transfer of Subject Securities Except as expressly contemplated by the Business Combination Agreement or with the prior written consent of JAWS (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Supporting Seller Unitholder agrees not to (a) Transfer any of the Subject Seller Units, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Supporting Seller Unitholder to Transfer the Subject Seller Units or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Seller Units, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).
No Rights as Stockholders; Transfer Books This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.