SOFTBANK Sample Clauses

SOFTBANK i. SOFTBANK will deliver to the SOFTBANK Escrow Agent Twenty Million Dollars (US$20,000,000.00) which represents payment under the Master Software License Agreement attached hereto as Exhibit B (the “MSLA”). These payment instructions supersede any contrary or conflicting payment instructions in the MSLA. Such delivery shall be made by wire transfer of immediately available funds to the account (the “SOFTBANK Escrow Account”) established by SOFTBANK as the SOFTBANK Escrow Account pursuant to the Escrow Agreement. The SOFTBANK Escrow Agent shall give notice by electronic mail and facsimile to the Ariba Escrow Agent of the completed wire transfer, as provided for under the Escrow Agreement.
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SOFTBANK. SOFTBANK is a corporation duly organized and validly existing under the laws of Japan, and has full power and authority to, conduct its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated.
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SOFTBANK. SoftBank hereby represents and warrants to Altaba, as of the date hereof, as follows:
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SOFTBANK. Cayman Project 2 Limited, a company incorporated under the laws of Cayman Islands By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director
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SOFTBANK. Cayman Project 2 Limited, a Cayman entity By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BUYER Shift Technologies, Inc., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: CEO Annex A Transferred Assets
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Related to SOFTBANK

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Sub-Advisor The U.K. Sub-Advisor shall pay the salaries and fees of all personnel of the U.K. Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • S&P Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or its successor.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Sub-Advisors The Advisor may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisors, including, without limitation, affiliates of the Advisor, to perform investment advisory services with respect to the Fund. The Advisor may terminate any or all sub-advisors in its sole discretion at any time to the extent permitted by applicable law.

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