FC2 Business definition
Examples of FC2 Business in a sentence
To the extent not publicly available on the SEC’s ▇▇▇▇▇ system, or any successor thereto, promptly upon the filing or sending thereof, copies of (a) all regular, periodic or special reports of each Loan Party filed with any Governmental Authority relative to the FC2 Business, (b) all registration statements (or such equivalent documents) of each Loan Party filed with any Governmental Authority and (c) all proxy statements or other communications made to the holders of Borrower’s Equity Interests generally.
Upon a Change of Control or sale of the FC2 Business to a third-party, non-Affiliate of the Company, the Company shall immediately upon consummation of such transaction, pay to SWK an amount equal to the greater of (1) $2,000,000, or (2) the product of (x) five percent (5.00%) of the Net Sales attributable to the FC2 Product for the most recently-completed twelve (12) months period, multiplied by (y) five (5) (as applicable, the “Change of Control Payment”).
For the avoidance of doubt, the foregoing provisions of this Section 7.4(a) shall not restrict or limit any sale, transfer or other disposition of any assets of the Borrower and its Subsidiaries which are not related to the FC2 Business.
Borrower owns and possesses or has a license or other right to use the FC2 Intellectual Property as is necessary for the conduct of the FC2 Business, without any known infringement upon the intellectual property rights of others, except as otherwise set forth on Schedule 5.18(a) hereto.
Not, without the prior written consent of Agent in its sole discretion, establish or acquire any Subsidiary, except Subsidiaries which do not and will not own any assets associated with or conduct any FC2 Business.