DIVESTITURE OF ASSETS AND CURRENT OPERATIONS Sample Clauses

DIVESTITURE OF ASSETS AND CURRENT OPERATIONS. On or before the Closing Date, Vibrant shall have divested all of its assets (subject to the provisions of Section 11.4 hereof), Liabilities and operations (including, without limitation, all of the issued and outstanding capital stock of Vibrant Health, Inc.) by the sale of such assets and operations to the Principal Stockholder, its sole officer and director, in accordance with the provisions of the Asset Purchase Agreement attached hereto as Exhibit B (the "Divestiture Agreement"). In exchange for acquiring such assets and operations, the Principal Stockholder shall convey to Vibrant for retirement a total of 3,417,560 shares of his Vibrant Common Stock and shall assume all of Vibrant's Liabilities, such that as of the Closing Date Vibrant shall have no assets and no Liabilities.
Sample 1
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DIVESTITURE OF ASSETS AND CURRENT OPERATIONS. On or before the Closing Date, DML shall have divested all of its assets and operations by the sale of such assets and operations to Michael Flores, its President. In exxxxxxx xxx xxxuiring such assets and operations, Mr. Flores and other DML stockholderx xxxxx xxncel and return an aggregate of 10,040,000 shares to DML and shall be paid $50,000 in cash by El Capitan. Accordingly, on the Closing Date DML shall have no assets or operations and its liabilities shall be limited to an $8,000 promissory note and $5,000 of attorney's fees. Any additional liabilities will be paid by reducing the $50,000 payment due to Mr. Flores and other DML stockholderx xx x xxxlar for dollar basis.
Sample 1
DIVESTITURE OF ASSETS AND CURRENT OPERATIONS. As set forth in Section 5.16 hereto, on or before six months following the Closing Date, Torpedo shall have divested all of its pre-Merger assets and operations by the transfer, sale, or other disposition of such assets and operations.
Sample 1

Related to DIVESTITURE OF ASSETS AND CURRENT OPERATIONS

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Operation of Parent’s Business (a) Except as set forth on Section 4.1 of the Parent Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period”) each of Parent and the Merger Sub shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws (including maintaining compliance in all material respects with the applicable listing and governance rules and regulations of Nasdaq) and the requirements of all Contracts that constitute Parent Material Contracts.

  • Location of Assets Neither any Obligor nor any Specified Entity carries on business, has an office or owns any properties or assets located, outside of the Permitted Jurisdictions.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Permitted Businesses The business of the Company shall be:

  • Permitted Business The Facility Lessee shall not engage in any business or activities other than the lease, operation, maintenance and marketing and sale of the output, fuel or other products from, or relating or incidental to, the Facility leased by the Facility Lessee. Notwithstanding any of the foregoing the Facility Lessee may not change the nature of its business.

  • Capital Expenditures The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

  • Restricted Business For all purposes under this Agreement, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other process, system, product, or service marketed, sold or under development by the Company at the time Executive’s Employment with the Company ends.

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