Business Transfer Sample Clauses

Business Transfer. Upon Death Upon Company’s receipt of the divorce decree, court order or written agreement concerning the disposition of the business, the business shall be transferred to the individual ordered by the court or as agreed to in writing by the parties. The Company reserves the right to verify all documentation provided by the Coaches concerning the disposition of the business. Please submit all divorce documentation to the OPTAVIA Compliance Department (xxxxxxxxxxxx@XXXXXXX.xxx).

Business Transfer. The rights and obligations of the Customer created under this Agreement may not be transferred or assigned to a third party, or for the benefit of a third party, either directly or indirectly, without the prior written notice to Tu Pack. In the event of sale, merger, or acquisition of the Customer by a third party, this Agreement can be assigned to the third party and Tu Pack may choose to terminate this Agreement without penalty with three months' written notice to the other party. In the event of sale, merger, or acquisition of Tu Pack by a third party, the Customer may choose to terminate this Agreement without penalty with three months' written notice to the other party.

Business Transfer. Notwithstanding anything to the contrary contained in Section 11.01, Tenant may assign this Lease to a successor to Tenant by merger, consolidation or the purchase of substantially all of Tenant’s assets (herein, a “Successor”), or assign this Lease or sublet all or a portion of the Premises to an Affiliate, without the consent of Landlord and without being subject to the provisions of Section 11.03 and 11.05 hereof, provided that all of the following conditions are satisfied (a “Business Transfer”): (a) Tenant is not in Default; (b) Tenant shall give Landlord written notice at least 15 Business Days before such Transfer; and (c) if such Transfer to a Successor results in Tenant ceasing to exist as a separate entity, then the such successor entity has a tangible net worth, determined in accordance with generally accepted accounting principles consistently applied, equal to the greater (a) the tangible net worth of the tangible net worth of Tenant on the date of this Lease and (b) the tangible net worth of Tenant immediately prior to such transaction; and proof satisfactory to Landlord of such comparable credit shall have been delivered to Landlord at least 5 Business Days prior to the effective date of any such Business Transfer. Tenant’s notice to Landlord shall include information and documentation evidencing the Business Transfer and showing that each of the above conditions has been satisfied. If requested by Landlord, Successor shall sign a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant. For purposes of this Article 11, the term “control” shall mean (i) in the case of a corporation, ownership or voting control, directly or indirectly, of at least 50% of all the voting stock, and in case of a joint venture or partnership or similar entity, ownership, directly or indirectly, of at least 50% of all the general or other partnership (or similar) interests therein or (ii) the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or by contract.

Business Transfer. Upon the request of the Investor and subject to applicable Laws, the Domestic Company shall, and the Founders shall cause the Domestic Company to, use best efforts to transfer its business as then conducted to the WFOEs in a tax and cost efficient way satisfactory to the Investor.

Business Transfer. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Abbott shall cause the Share Sellers to sell, convey, assign, transfer and deliver to New Mylan, free and clear of all Encumbrances, and New Mylan shall purchase, acquire and accept from the Share Sellers, all of Xxxxxx’x and the Share Sellers’ right, title and interest in and to the Acquired Shares and (ii) Abbott shall cause the French Business IP Seller to sell, assign and transfer to New Mylan, free and clear of all Encumbrances (other than Permitted Encumbrances), and New Mylan shall purchase, acquire and accept from the French Business IP Seller, all of the French Business IP Seller’s right, title and interest in and to the French Business IP Assets. (b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, in consideration for the Business Transfer, New Mylan shall issue and deliver, or cause to be delivered, to the Share Sellers and the French Business IP Seller, as applicable, an aggregate of 110,000,000 New Mylan Ordinary Shares (the “Consideration Shares”). Such issuance and delivery shall be in accordance with the Final Share Allocation. New Mylan shall not be entitled to deduct and withhold any amount from the Consideration Shares for any applicable withholding Tax otherwise due under any Tax Law. (c) At the Closing, in consideration for the Business Transfer and without any further action on the part of the Share Sellers or the French Business IP Seller, the Share Sellers and the French Business IP Seller shall be deemed to have subscribed hereunder for the Consideration Shares to be issued to the Share Sellers and the French Business IP Seller in accordance with the Final Share Allocation. In accordance with the Laws of the Netherlands, the Share Sellers and the French Business IP Seller, as a result of such deemed subscription, shall be obligated to pay up the Consideration Shares in an amount, determined solely for the purpose of satisfying such obligation, equal to the Dutch Compensation Amount to which the Share Sellers and the French Business IP Seller are entitled at the Closing, in consideration for the Business Transfer. The obligation to pay up the Consideration Shares shall be set-off against the right to receive the Dutch Compensation Amount. (d) For the purposes of this Agreement, “Dutch Compensation Amount” means the amount equal to the Euro par value amount required to satisfy the pay up obligati...

Business Transfer. In the event of an Uncured Default, Juva may, within fifteen (15) days following the occurrence of such Uncured Default, waive all remaining amounts due under this Agreement and as a complete remedy against the Kind Parties, elect instead to take full legal and physical possession, custody and control of the business and assets of Kindrub Collective (including but not limited to license number [***]) by acquiring all of the issued and outstanding shares of Common Stock of Kindrub Collective pursuant to and in accordance with the following provisions: a. Concurrent with the execution and delivery of this Agreement, Juva shall file the UCC Financing Statement and Exhibit A attached together hereto as Attachment 1, with the California Secretary of State and deliver confirmation of the same to the Kind Parties; b. Concurrent with the execution and delivery of this Agreement, the Kind Parties shall deliver to Juva’s counsel Articles of Incorporation of Kindrub Collective. c. Juva shall provide written notice to the Kind Parties of its election to proceed with the Business Transfer within fifteen (15) days following the occurrence of an Uncured Default. d. In the event Juva elects to proceed with the Business Transfer upon the occurrence of any Uncured Default, then effective upon the effective date of the Business Transfer, the Kind Parties will effectuate the resignation of all members and directors of Kindrub Collective, and Juva shall become sole member and director of Kindrub Collective. The Kind Parties agree to cooperate in good faith to consummate the Business Transfer if Juva so elects, and will promptly execute and deliver, or cause to be executed and delivered, to Juva or its counsel all such other instruments and documents as may be reasonably requested by Xxxx to fully carry out the Business Transfer. e. In the event the Settlement Amount is paid in full or Juva does not timely elect to proceed with the Business Transfer upon the occurrence of an Uncured Default, Juva shall file a termination of the UCC Financing Statements within fifteen (15) days following the satisfaction of the Settlement Amount by the Kind Parties or after Juva does not make the election to proceed with the Business Transfer remedy.

Business Transfer. Orders/Technical Service Support...............................15 6.2

Business Transfer. The Service Provider shall enter into and comply with the provisions of Annexure 11 (Business Transfer Agreement).

Business Transfer. Since the Most Recent Balance Sheet Date, the Target has not sold, leased, transferred or assigned any of its assets, tangible or intangible, except for the sale of inventory and the disposition of obsolete equipment in the Ordinary Course of Business.

Business Transfer. Upon Death To effect the transfer of an OPTAVIA business upon the divorce of spouses running the business, the following must be provided to the Company: