Spin out Sample Clauses

Spin out. At or prior to the Closing Date, the GMG intellectual properties, products, assets, the VGTel name, and business will be spun out from VGTel, Inc. to Xxx Xxxxxx and Xxxxxx Xxxxx in exchange of the following:
AutoNDA by SimpleDocs
Spin out. The Company shall use commercially reasonable efforts to license the rights created under the Sponsored Research in the Field to a to-be-formed subsidiary of the Parent (“Newco”) within [**] after the Effective Date and, in connection therewith, assign this Agreement to Newco (the “Intercompany Spin-Out”).
Spin out. In the event that a LOT User or its Affiliate performs a Spin Out to an Entity (the “Spin Out Entity”), then (i) all Licenses under Patents that are Triggered Patents as of the effective date of such Spin Out and that cover Licensed Products and Services of the LOT User or its Affiliate (as the case may be) within the line of business that is spun out or that form part of the assets that are spun out (“Relevant Licenses”) shall continue (subject to the other provisions of this LOT Agreement) for the benefit of the Spin Out Entity for a period of six (6) months, and (ii) after the consummation of such Spin Out, the license and release granted in Section 1.1 above by such Affiliate, or LOT User, and its Affiliates (as the case may be) shall become effective: (1) immediately prior to the occurrence, of one or more Triggering Events pertaining to Subject Patents of such Affiliate, or LOT User, and its Affiliates (as the case may be) that will be Transferred in connection with the Spin Out, (2) for the benefit of each LOT User (and their respective Affiliates including their After-Acquired Affiliates, if any) that are Licensees for the applicable Triggering Event, and (3) with respect to Subject Patents that are Triggered Patents of the applicable Triggering Event. The license set forth in the preceding clause (ii) is intended to and shall run with such Subject Patents for the full duration of such Subject Patents. If the Spin Out Entity does not become a LOT User during such six (6) month period, then at the end of such period all Relevant Licenses shall terminate. If the Spin Out Entity elects to become a LOT User during such six (6) month period, then all Relevant Licenses shall continue (subject to the other provisions of this LOT Agreement) beyond such six (6) month period as if such Relevant Licenses had been the subject of a Triggering Event during the Spin Out Entity’s Participation Period, subject to the terms and conditions of this LOT Agreement, and the Spin Out Entity and its Affiliates shall be entitled to the additional licenses and releases granted hereunder commencing with the Announcement Date of the Spin Out Entity. For the avoidance of doubt, the Relevant Licenses shall in all cases apply only to the Licensed Products and Services that were spun out to the Spin Out Entity and shall not apply to any other products and services of the Spin Out Entity or any products or services of any Entity that may own or control such Spin Out Entity.
Spin out. At or prior to the Closing Date, the website of IVT Software, Inc. shall be spun out of the Company. .
Spin out. At or prior to the Closing Date, BZ Commercial will be spun out from Global.
Spin out. Within ninety (90) days of the Closing of the Share Exchange, XXXX shall enter into a certain purchase and sale agreement with Xx. Xxxx to spin out the business and operations of Dalian Holding (the “Spin-Out”) including substantially all the assets and liabilities of Dalian Holding (the “Legacy Business”). Pursuant to such agreement, Xx. Xxxx shall assume all the liabilities of Dalian Holding relating to the Legacy Business, and XXXX shall be released from any and all claims whatsoever with regard to such liabilities, whether such claim is known or unknown to Dalian Holding on the date hereof. If the Spin-Out is not closed within ninety (90) days of the Closing Date of the Share Exchange, HGS and the HGS Shareholder shall have the right to un-wind and cancel the Share Exchange Agreement, and the Exchange Shares shall be cancelled and the HGS Shares shall be returned to the HGS Shareholder.
Spin out. Prior to the Effective Time, Parent shall (a) enter into an Assignment and Assumption Agreement (the “Assignment/Assumption Agreement”) in the form attached hereto as Exhibit F, providing for the contribution of substantially all its assets and liabilities to MYOS Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Spin-Out Sub”) in exchange for all the outstanding shares of common stock of Spin-Out Sub (the “Contribution”); (b) consummate the Contribution; and (c) declare a pro rata dividend of all the outstanding shares of common stock of Spin-Out Sub to the Parent Shareholders existing on the date (the “Record Date”) that is the record date for determining eligibility to vote at the Parent Shareholders’ Meeting (the “Spin-Out Sub Dividend,” and, together with the Contribution, the “Spin-Out”). Parent and Spin-Out Sub shall cause the Spin-Out to comply with all applicable Legal Requirements. At 12:01 A.M Pacific Time (or as soon as reasonably practicable thereafter) on the Business Day following the Closing Date, Parent shall issue the Spin-Out Sub Dividend to the record holders of Parent Common Stock as of the Record Date. Parent shall not amend, modify or waive any provisions of the Assignment/Assumption Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. Prior to the Closing, Parent shall (x) use its commercially reasonable best efforts to seek and obtain written agreements in form and substance reasonably acceptable to Company from all parties to Contracts that are transferred and assigned in connection with the Spin-Out releasing Parent from any and all liabilities and obligations under such Contracts, (y) provide evidence reasonably satisfactory to Company that no material Tax will arise to Parent as a result of the Spin-Out and (z) deliver to Company a schedule, which schedule shall be reasonably acceptable to Company, setting forth the list of Contracts and other assets and all related liabilities and obligations to be transferred as part of the Spin-Out. The Spin-Out shall not result in any Liability to the Company, Surviving Corporation or Parent.
AutoNDA by SimpleDocs
Spin out. (i) The Assignment/Assumption Agreement shall be in full force and effect; (ii) the Contribution shall have been consummated; (iii) Parent shall have declared the Spin-Out Sub Dividend; and (iv) following the consummation of the Spin-Out, Parent shall not be liable for any obligations or Liabilities of Parent attributable to any period prior to the consummation of the Spin-Out.
Spin out. At the Closing, contemporaneously with the consummation of the Share Exchange, FTWV shall enter into the Spin-Out Agreement with Xx. Xxxxxxx to spin out the business and operations of Fitway Holding including all the assets and liabilities of Fitway Holding (the “Legacy Business”). Pursuant to such agreement, Xx. Xxxxxxx shall assume all the liabilities of Fitway Holding relating to the Legacy Business, and FTWV shall be released from any and all claims whatsoever with regard to such liabilities, whether such claim is known or unknown to Fitway Holding on the date hereof.
Spin out. (a) All Equity Participations (and cash in lieu thereof) issued to the Equityholders in connection with the Spin Out will be issued in accordance with all applicable Laws, including the registration requirements of the Securities Act of 1933, as amended, and applicable state securities Laws or pursuant to an exemption from such registration requirements. At the Closing, any registrations, qualifications, notifications, or other filings required to be made in connection with the Spin Out under the Securities Act of 1933, as amended, or any applicable state securities Laws shall have been made. The Spin Out, when completed pursuant to the terms of the Spin Out Agreement, will be completed in material compliance with all other applicable Laws.
Time is Money Join Law Insider Premium to draft better contracts faster.