Vendor Pre-Closing Transactions definition

Vendor Pre-Closing Transactions means the transactions described in Schedule 1.1(172) related to (i) the Vendor (or one of its Affiliates, but excluding the Corporations) will make an offer of employment, at its sole cost and expense, upon substantially similar terms and conditions, to the Excluded Employees, with such employment to be effective immediately prior to Closing, and upon acceptance of those offers the Vendor, or its applicable Affiliate, will make all necessary administrative arrangements to transfer such employees; (ii) the transfer of certain Intellectual Property related to the Business, including any and all Associated Goodwill of such Intellectual Property, free and clear of Encumbrances, by certain members of the Suncor Group to PCLI, including the Intellectual Property set forth on Schedule 1.1(172), and submission for recordal of such transfer as necessary to update record title to the name of PCLI; (iii) the transfer of the Excluded Employees to the employ of another member of the Suncor Group; (iv) the transfer of the employment of each Additional Employee to a Corporation; (v) the conversion by PCLI of its contributed surplus to paid-up capital and the return of a portion of such paid-up capital to the Vendor by transferring the net amount of PCLI’s and the PCLI Subsidiaries’
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Vendor Pre-Closing Transactions means the transactions described in Schedule 1.1(172) related to (i) the Vendor (or one of its Affiliates, but excluding the Corporations) will make an offer of employment, at its sole cost and expense, upon substantially similar terms and conditions, to the Excluded Employees, with such employment to be effective immediately prior to Closing, and upon acceptance of those offers the Vendor, or its applicable Affiliate, will make all necessary administrative arrangements to transfer such employees; (ii) the transfer of certain Intellectual Property related to the Business, including any and all Associated Goodwill of such Intellectual Property, free and clear of Encumbrances, by certain members of the Suncor Group to PCLI, including the Intellectual Property set forth on Schedule 1.1(172), and submission for recordal of such transfer as necessary to update record title to the name of PCLI; (iii) the transfer of the Excluded Employees to the employ of another member of the Suncor Group; (iv) the transfer of the employment of each Additional Employee to a Corporation; (v) the conversion by PCLI of its contributed surplus to paid-up capital and the return of a portion of such paid-up capital to the Vendor by transferring the net amount of PCLI’s and the PCLI Subsidiaries’ accounts receivable and accounts payable owing to or payable by, as applicable, the Suncor Group; (vi) the transfer from the Suncor Group to the Corporations of the hardware and equipment set forth on Schedule 3.5(9) other than the hardware and equipment located at a “Shared Suncor Facility” (“Onsite Hardware”); (vii) the transfer of Intelligro Intellectual Property and all Associated Goodwill of such Intelligro Intellectual Property that is held by the Corporations, if any, including the Intellectual Property set forth on Schedule 1.1(172), the submission for recordal of such transfer as necessary to request an update to the record title to the name of the Vendor, the transfer from PCLI to Suncor of certain laboratory hardware and equipment relating to research and development exclusively in connection with the Intelligro Business, and the assignment of certain agreements relating to research and development exclusively in connection with the Intelligro Business from PCLI to Suncor, including those agreements set forth on Schedule 1.1(172); and (viii) the termination and/or removal of PCLI and the PCLI Subsidiaries, as applicable, from all guarantees provided by the Suncor Group on behalf of...
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Examples of Vendor Pre-Closing Transactions in a sentence

  • Other than the Vendor Pre-Closing Transactions, which shall be implemented as described on Schedule 1.1(172), except in the Ordinary Course of Business, the Vendor shall not undertake any other similar actions relating to structure, corporate organization, reorganization, recapitalization, or intercompany account settlement without the Purchaser’s consent.

  • This computer and communications equipment will be transferred to the Corporations in connection with the Vendor Pre-Closing Transactions or, to the extent such equipment is designated as “Shared Suncor Facility” on Schedule 3.5(9), will be made available for use by the Corporations for a period after Closing subject to and pursuant to the terms of the Transition Services Agreement.

  • Any shares or securities of PCLI issued pursuant to the Vendor Pre-Closing Transactions or the Purchaser Pre-Closing Transactions shall be deemed to be Purchased Shares, and all shares or securities of the Corporations issued pursuant to the Vendor Pre-Closing Transactions or the Purchaser Pre-Closing Transactions shall be deemed to be added to the applicable entry under Issued Capital in the table above, and all representations, warranties and covenants shall be applied and construed accordingly.

  • In connection with the Closing, to the extent Vendor has not previously been released as a result of the Vendor Pre-Closing Transactions, then, if required for the purposes of obtaining such release, Purchaser will cooperate with Vendor with respect to the replacement by Purchaser or one of its Affiliates of the guarantee obligations in favor of the Corporations described on Schedule 1.1(172) and the release of Vendor therefrom.

  • Except pursuant to the Vendor Pre-Closing Transactions or the Purchaser Pre-Closing Transactions, and except as set forth above, there are no shares or other securities of the Corporations issued and outstanding.

Related to Vendor Pre-Closing Transactions

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Second Closing has the meaning set forth in Section 2.2.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Seller’s Closing Documents as defined in Section 3.2(a).