Business of Newco Sample Clauses

Business of Newco. The Parties agree that (I) the business of Newco shall only be that of investing, holding and disinvesting, directly and indirectly, in TI shares, (II) however, the corporate scope of Newco shall permit, in principle, the carrying out of certain services in the field of activity of TI, provided however that, in order to carry out such services, the prior authorisation of the shareholders’ meeting of Newco shall be required pursuant to Article 2364, first paragraph, No. 5), such authorisation to be approved with the vote of at least 95% of the share capital of Newco.
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Business of Newco. IAP, Ambassadors and Newco agree that Newco will not, without the prior written consent of PTPI, conduct any business prior to the expiration or termination of the General Contracts other than (a) the conduct of adult exchange programs sanctioned by PTPI pursuant to General Contract #1 and (b) the conduct of high school, junior high (middle) school student travel and college/university exchange programs sanctioned by PTPI pursuant to General Contract #2. Ambassadors hereby agrees that it will not, at any time prior to the expiration or termination of the General Contracts, directly, or indirectly through any subsidiary or other entity other than Newco: (i) use any tradename or service or trademark which is the same as or substantially similar to any tradename or service or trademark used at any time by Newco, except in connection with the promotion of the business of Newco only and except as permitted under Section 6 hereof, (ii) conduct any student travel or exchange program that is within the scope of General Contract #2, including, without limitation, the exclusivity provisions imposed on Newco (upon completion of the Transfers) in Section 9 thereof and (iii) conduct any adult travel or exchange program that is the subject of General Contract #1. The restrictions on the activities of Ambassadors in the immediately preceding sentence shall not be deemed to grant to Ambassadors any rights to use the name, logo or servicemark of PTPI. The parties agree that if any provision of this Section is breached or violated, PTPI may terminate General Contract #1 immediately pursuant to Section 11 thereof and General Contract #2 immediately pursuant to Section 8 thereof, whether or not the breach or violation is material in effect and without providing Ambassadors or Newco, as the case may be, the opportunity to cure such breach or violation as provided in Section 11 and Section 8, respectively, except that the party in breach or violation of any provision of this Section shall have ten days after notice from PTPI to cure such breach or violation prior to termination of the General Contracts.
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Business of Newco. (a) Newco does not, and prior to the Closing Date will not, directly or indirectly:
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Business of Newco. The Parties have entered into this Agreement for the purposes of facilitating the Joint Venture. The Joint Venture will operate globally (the “Territory”). Each Party will commit certain of its respective corporate resources to the Joint Venture. The Joint Venture will only undertake the development and commercialization of the Tile Antenna Design IP and shall not undertake any other operations without the written consent of Aerkomm and SDPJ.
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Business of Newco. Prior to the Effective Time of the Merger, Newco will have engaged only in the transactions contemplated by this Agreement and will have incurred no material obligations except those arising out of its performance of this Agreement and related agreements.
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Related to Business of Newco

  • Business of Company The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Business Purposes The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

  • Business Purpose The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • General Business Operations Each of the Loan Parties shall (i) preserve, renew and maintain in full force its legal existence and good standing under the Governmental Rules of the jurisdiction of its organization and each other jurisdiction where the failure to so preserve, renew or maintain could result in a Material Adverse Effect, and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, (ii) conduct its business activities in compliance with all Legal Requirements and Contractual Obligations applicable to such Person, (iii) keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations (v) conduct its business in an orderly manner without voluntary interruption. The Borrower shall maintain its chief executive office and principal place of business in the United States.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

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