Licensing Business Sample Clauses

Licensing Business. “Licensing Business” shall have the meaning set forth in the Separation Agreement.
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Licensing Business. 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;
Sample 1
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.
Sample 1
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)
Sample 1

Related to Licensing Business

  • Doing Business All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) either (i) organized under the laws of such state, or (ii) qualified to do business in such state, or (iii) a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or (3) not doing business in such state;

  • Competing Business “Competing Business” means any depository, wealth management or trust business company or holding company thereof (including without limitation, any start-up bank or bank in formation) operating anywhere within the Covered Area.

  • 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.

  • 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.

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

  • Mortgage Banking Business Except as has not had and would not reasonably be expected to have a Material Adverse Effect:

  • Restricted Territory Executive and Company understand and agree that Company’s business is not geographically restricted and is unrelated to the physical location of Company facilities or the physical location of any Competing Business, due to extensive use of the Internet, telephones, facsimile transmissions and other means of electronic information and product distribution. Executive and Company further understand and agree that Executive will, in part, work toward expanding Company’s markets and geographic business territories and will be compensated for performing this work on behalf of Company. Accordingly, Company has a protectable business interest in, and the parties intend the Restricted Territory to encompass, each and every location from which Executive could engage in a Competing Business in any country, state, province, county or other political subdivision in which Company has clients, employees, suppliers, distributors or other business partners or operations. If, but only if, this Restricted Territory is held to be invalid on the ground that it is unreasonably broad, the Restricted Territory shall include each location from which Executive can conduct business in any of the following locations: each state in the United States in which Company conducts sales or operations, each province within Canada in which Company conducts sales or operations, and each political subdivision of the United Kingdom in which Company conducts sales or operations. If, but only if, this Restricted Territory is held to be invalid on the grounds that it is unreasonably broad, then the Restricted Territory shall be any location within a fifty (50) mile radius of any Company office.

  • 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.

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