Licensing Business Clause Samples

Licensing Business. The Borrower shall (1) remain or become and remain duly licensed or qualified in each jurisdiction in which the conduct of its business or ownership of its property requires such qualification or licensing; and (2) engage only in the business(es) conducted by it on the date of this Agreement;

Licensing Business. It is currently contemplated that the IP licensing business will consist of the businesses that comprise Xperi’s IP licensing businesses and the businesses that comprise TiVo’s IP licensing business. IT SHOULD BE NOTED THAT THE CONSUMMATION OF THE MERGERS IS NOT CONDITIONED ON THE DETERMINATION TO PROCEED WITH ANY CONTEMPLATED BUSINESS SEPARATION TRANSACTION DESCRIBED HEREIN AND ANY SUCH DETERMINATION TO PROCEED WITH ANY CONTEMPLATED BUSINESS SEPARATION WILL ONLY BE MADE, IF AT ALL, AFTER CONSUMMATION OF THE MERGERS. THE HOLDCO BOARD MAY, AT ANY TIME PRIOR TO THE CONSUMMATION OF ANY CONTEMPLATED BUSINESS SEPARATION, DETERMINE TO ABANDON SUCH TRANSACTION, AND NO ASSURANCE CAN BE GIVEN THAT SUCH TRANSACTION WILL OCCUR, EITHER IN THE CURRENTLY CONTEMPLATED FORM DESCRIBED HEREIN OR AT ALL. XPERI STOCKHOLDERS AND TIVO STOCKHOLDERS ARE BEING ASKED TO VOTE TO ADOPT THE MERGER AGREEMENT WITH RESPECT TO THE PROPOSED MERGERS AND ARE NOT BEING ASKED TO VOTE ON ANY CONTEMPLATED BUSINESS SEPARATION TRANSACTION. IN THE EVENT THAT THE HOLDCO BOARD DETERMINES, FOLLOWING THE COMPLETION OF THE MERGERS, TO PROCEED WITH ANY CONTEMPLATED BUSINESS SEPARATION TRANSACTION, WE CURRENTLY ANTICIPATE THAT SUCH CONTEMPLATED BUSINESS SEPARATION TRANSACTION, IF UNDERTAKEN, WOULD BE EFFECTUATED THROUGH A PRO-RATA SPIN-OFF TRANSACTION INTENDED TO QUALIFY AS TAX-FREE UNDER SECTION 355 OF THE CODE, IN WHICH HOLDCO STOCKHOLDERS, AT SUCH TIME, WOULD RECEIVE SHARES OF CAPITAL STOCK IN THE RESULTING SPIN-OFF COMPANY. FOR A FURTHER DISCUSSION OF THE RISKS RELATED TO A CONTEMPLATED BUSINESS SEPARATION TRANSACTION, SEE “RISK FACTORS—THE DETERMINATION TO PROCEED WITH ANY CONTEMPLATED BUSINESS SEPARATION WILL NOT BE MADE AT THE TIME OF THE CONSUMMATION OF THE MERGERS AND THE EXPECTED BENEFITS (INCLUDING THE TAX TREATMENT) OF SUCH TRANSACTION, IF IT OCCURS, WILL BE UNCERTAIN” BEGINNING ON PAGE 39.

Licensing Business. The Company shall develop opportunities, devise and implement merchandising and licensing programs in all such product and service categories, in any places within the Territory, all as determined by the Company, establish lines of merchandise and product; and promote, negotiate, execute, implement, supervise, oversee, monitor, and enforce License Agreements with Licensees, including but not limited to (a) approval of concept; and products; (b) quality control; (c) compliance by Licensees and manufacturers with the Company’s licensing, manufacturing, social, ethical, and other standards, (d) collection of royalties; (e) record keeping and billing; (f) review of sales reports; (g) auditing of records of Licensees; (h)