Internal Transactions Sample Clauses

Internal Transactions. The LogMeIn Parties shall (and shall cause their respective Affiliates to) reasonably cooperate with Citrix and take any and all commercially reasonable actions requested by Citrix to minimize any Taxes otherwise payable by the Citrix Group in connection with the Internal Transactions.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Internal Transactions. Each of FRP and Patriot shall take, and shall cause each of its respective Subsidiaries to take, all actions necessary to consummate the Internal Transactions prior to the Distribution Time.
Sample 1Sample 2Sample 3
Internal Transactions. The Internal Transactions will take place in the following steps, all of which have occurred or will occur prior to the Distribution in the following order, unless otherwise determined by the Parties:
Sample 1Sample 2
Internal Transactions. 1. A Contracting State may, at the time of ratification, acceptance, approval of, or accession to the Protocol, declare that this Convention shall not apply to a transaction which is an internal transaction in relation to that State with regard to all types of objects or some of them. 2. Notwithstanding the preceding paragraph, the provisions of Articles 8(4), 9(1), 16, Chapter V, Article 29, and any provisions of this Convention relating to registered interests shall apply to an internal transaction. 3. Where notice of a national interest has been registered in the International Registry, the priority of the holder of that interest under Article 29 shall not be affected by the fact that such interest has become vested in another person by assignment or subrogation under the applicable law.
Sample 1Sample 2
Internal Transactions. Each of ABC and LRI shall take, all actions necessary to consummate any Internal Transactions prior to the Distribution Time.
Sample 1
Internal Transactions. All transactions between Licensee's wholesale manufacturing business, if any, and the Stores shall be arm's length transactions recorded on the books and records in the same manner as sales to other parties. Upon request, Licensee shall forward to bebe copies of all documents incidental to such transactions including orders, invoices and packing slips.
Sample 1
Internal Transactions. In addition to the transactions permitted pursuant to Section 6.2(i), subject to the prior written consent of Venture Holdings and the Agent (which consent shall not be unreasonably withheld or delayed), after the date hereof and prior to the Closing Date, each Transferor may: (i) transfer ownership of any Transferred Winget Entity to any other Transferor or any other Transferred Winget Xxxxxy; (ii) transfer assets from any Transferred Winget Entitx xx xny other Transferred Winget Entity (including withoxx xxxitation, through any Retained Entxxx); (iii) retain any Winget Entity which would have been a Transferred Winget Entity provixxx xxat such Winget Entity contribute its assets xx xxx Transferred Assets (wherebx xxxx Winget Entity shall be converted from a Transferred Winget Entity to x Xxxxsferring Winget Entity); (iv) cause the converxxxx xf any Winget Entity (which xxxxx have been a Transferring Winget Entity traxxxxxxing Transferred Assets) into a Transferred Winxxx Xxtity, and distribute to the Transferors all assets of that Wxxxxx Entity except those assets which would have constituted Transfxxxxx Assets; and (v) without limitation by the specific enumeration of the foregoing, otherwise restructure the ownership, assets and liabilities of the Winget Entities. The parties acknowledge that, among other reasons, txx Xxxnt and Venture Holdings may reasonably withhold consent to any transaction referred to in clauses (i) through (v) above if, on the Closing Date, the consummation of any of such transaction would EXECUTION COPY cause Venture Delaware to (x) not acquire, directly or indirectly, all of the Winget Assets, free and clear of Liens except Permitted Liens, or (y) xxxxxe or become subject to any liabilities beyond those which would in the aggregate have constituted Assumed Liabilities or liabilities of the Transferred Winget Entities, in the absence of any such transactions.
Sample 1
AutoNDA by SimpleDocs

Related to Internal Transactions

  • Internal Transfers Transfers from one customer identification number to a different customer identification number will be One Dollar and Fifty Cents ($1.50) per account transferred.

  • Material Transactions Prior to the Closing, no Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other Parties): (a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; (b) amend its Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; (c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; (d) directly redeem, purchase or otherwise acquire any of its common or other capital stock; (e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; (f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; (g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; (h) prepay any debt in excess of Twenty-Five Thousand Dollars ($25,000), borrow or agree to borrow any amount of funds except in the Ordinary Course of Business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; (i) enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate, except in the Ordinary Course of Business; (j) amend or modify any material Contract; (k) agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); (l) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the Ordinary Course of Business or as otherwise disclosed herein; (m) guarantee the obligation of any person, firm or corporation, except in the Ordinary Course of Business; (n) make any loan or advance in excess of Twenty-Five Thousand Dollars ($25,000) or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; (o) sell or otherwise dispose of any Real Property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the Ordinary Course of Business; (p) commit any act or fail to do any act which will cause a Breach of any Contract and which will have a Material Adverse Effect on its business, financial condition or earnings; (q) violate any Applicable Law which violation might have a Material Adverse Effect on such Party; (r) purchase any real or personal property or make any other capital expenditure where the amount paid or committed is in excess of Twenty-Five Thousand Dollars ($25,000) per expenditure; (s) except in the Ordinary Course of Business, enter into any agreement or transaction with any of such Party’s Affiliates; or (t) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such Party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action.

  • Manual Transactions If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to a Portfolio’s prices should be communicated by facsimile or by electronic transmission, and will include for each day on which an adjustment has occurred the incorrect Portfolio price, the correct price, and, to the extent communicated to Portfolio shareholders, the reason for the adjustment. The Company may send this notification or a derivation thereof to Contract owners whose Contracts are affected by the adjustment.

  • Unusual Transactions All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • Additional Transactions If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for up to an additional 3,000,000 Common Units on the basis of the initial public offering price per Common Unit set forth in the Registration Statement less the amount of underwriting discounts and commissions and Structuring Fee, and the Partnership shall use the net proceeds from that exercise to redeem from Field Services the number of Common Units issued upon such exercise.

  • International Transactions When you use your Visa Debit Card, Platinum Visa Credit Card, or ATM card for international transactions, a fee will be assessed. You agree to pay a 1.00% international transaction fee for ATM and point-of-sale (i.e., PIN-based) transactions and a 3.00% international transaction fee for all other international transactions and cash advances. The fee will be assessed on international transactions if a currency conversion does take place or if the transaction is processed in U.S. dollars.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!