Subsidiary Transfer Sample Clauses

Subsidiary Transfer. (a) After giving effect to consummation of the Subsidiary Transfer, the assets, properties and rights of the Company and its Subsidiaries (other than the Transfer Subsidiaries) will constitute all of the assets, properties and rights that are used in or necessary to conduct the Terminals Business of the Company and its Subsidiaries (other than the Transfer Subsidiaries), in all material respects, as conducted as of the date hereof.
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Subsidiary Transfer. The Company shall have completed the Subsidiary Transfer.
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Subsidiary Transfer. As of the Effective Time, Omni shall have transferred (the “Transfer”) all of the capital stock of Omni U.S.A. Inc., a Washington Corporation and Bxxxxx Products Corporation to Asia Capital LLC (“Asia”) for an aggregate purchase price of $672,000 paid by delivery of a promissory note. The Transfer shall be effected pursuant to the terms of the Stock Purchase Agreement dated as of the Closing Date in the form attached as Exhibit A.
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Subsidiary Transfer. Pursuant to the LOI, Xx. Xxxxxx or his nominee will acquire a 100% interest in the Subsidiaries simultaneously with Closing pursuant to the terms and conditions of a subsidiary transfer agreement (the “Subsidiary Transfer Agreement”).
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Subsidiary Transfer. The Purchaser acknowledges that ASC intends to cause ASCRP to complete the Subsidiary Transfer.
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Subsidiary Transfer. 27 Section 5. Transfer Taxes......................................................................................28 Section 6. Exchanges; Lost, Stolen or Mutilated Certificates...................................................28 Section 7. Survival of Representations, Warranties, Agreements and Covenants, etc..............................28 Section 8. Expenses............................................................................................29 Section 9. Indemnification.....................................................................................29 Section 10. Remedies............................................................................................31 Section 11. Further Assurances..................................................................................31 Section 12. Successors and Assigns..............................................................................31 Section 13. Entire Agreement....................................................................................31 Section 14. Notices.............................................................................................32 Section 15. Amendments..........................................................................................33 Section 16. Counterparts........................................................................................34 Section 17. Headings............................................................................................34 Section 18. Nouns and Pronouns..................................................................................34 Section 19. Governing Law.......................................................................................34 Section 20. Severability........................................................................................34 Exhibit A-1 Form of $15,000,000 Note Exhibit A-2 Form of $5,140,000 Additional Note Exhibit B Form of Warrant Exhibit C Form of Registration Rights Agreement Exhibit D Form of Secretary's Certificate Exhibit E Form of Restated Certificate of Incorporation Exhibit F Form of By-Laws Exhibit G Form of Opinion of Counsel to the Corporation Exhibit H Form of Stockholder Agreement Exhibit I Form of Gadi Cohen Non-Competition Agreement Exhibit J Form xx Xxxxxxnd Remittitur and Pledge Agreement Exhibit K Form of Agreement Between Securityholders Exhibit L Form of Employee Nondisclosure and Secrecy Agreement Exhibit M Initial Form of Report Exhibit N Final Form o...
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Subsidiary Transfer. The Stockholder hereby agrees to ------------------- contribute to the capital of the Corporation, within 30 days following the Closing Date, all of the outstanding shares of capital stock of the Subsidiary owned by the Stockholder, to make or cause to be made all filings and notifications and to obtain all consents required in connection therewith, to obtain appropriate documentation with respect to the Qualifying Shares and to obtain the resignation of Mr. Roni Cohen as a director of the Subsidiary, and the assignment xx xxx Xxxxxxxing Shares.
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Related to Subsidiary Transfer

  • Temporary Transfer Where an employee is assigned temporarily to perform the duties and assume the responsibilities of a higher paying position in the bargaining unit, he shall be paid the rate in the higher salary range immediately above his current rate for all hours worked in the higher paying position. Where a Hospital temporarily assigns an employee to carry out the assigned responsibilities of a classification outside the bargaining unit, the employee shall receive an allowance of $4.00 for each shift from the time of the assignment.

  • Voluntary Transfer An employee who transfers within the same class shall receive no salary adjustment. An employee who transfers between classes shall receive the minimum adjustment necessary to bring his/her salary to the minimum rate of the new class. However, an employee receiving a rate of pay in excess of the range maximum shall continue to receive that rate of pay.

  • Temporary Transfers When an employee is assigned temporarily to perform the duties and assume the responsibilities of a higher paying classification in the bargaining unit, she shall be paid the rate in the higher salary range immediately above her current rate for all hours worked in the assignment.

  • Involuntary Transfer An involuntary transfer is a transfer initiated by the district due to staff reduction, building closings, changing building enrollments, unsatisfactory work on the part of the teacher or programmatic needs on the part of the district.

  • Involuntary Transfers Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

  • Voluntary Transfers (a) A voluntary transfer is the voluntary movement of an employee from one worksite or school to another worksite or school. Any member of the Bargaining Unit shall have the right to request a voluntary 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.

  • Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

  • Limitations on Execution and Delivery Transfer Etc of Adss Suspension of Delivery Transfer Etc As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, if applicable, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary (whereupon the Depositary shall notify the Company in writing) or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or this ADR, if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

  • VOLUNTARY TRANSFERS AND REASSIGNMENTS 1. No later than May 1st of each school year, the Superintendent shall deliver to the Association and post in all school buildings a list of the known vacancies which shall occur during the following school year. Supplemental lists shall be posted by June 1st and as new vacancies occur.

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