New Talisman Sample Clauses

New Talisman. If New Talisman has been formed prior to the Closing and can reasonably demonstrate to ebank that it has received ownership of all of Talisman's technology which is the subject of the Talisman License Agreement and related assets, and has been assigned all material contracts and relationships relating to Talisman's technology (including the commitment of Compaq Computer Corporation or one of its Affiliates to contribute cash, services, or other consideration with an equivalent value of at least $20 million U.S. in exchange for approximately 5% of Talisman's (or New Talisman's) common shares), then Talisman may assign, and ebank consents to the assignment of, this Agreement to New Talisman, and New Talisman shall be responsible for all of the obligations of and shall be entitled to all of the rights of Talisman hereunder, including but not limited to the following: the Talisman Shares shall be issued to New Talisman; the ebank Shares shall be newly issued shares of New Talisman rather than Talisman; New Talisman shall enter into all of the other Transaction Documents at the Closing; the documents to be delivered by ebank to Talisman hereunder shall be delivered to and be reasonably acceptable to New Talisman; New Talisman shall execute a document at Closing making representations and warranties regarding New Talisman substantially the same as those made by Talisman in Section 6 below.
Sample 1
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Related to New Talisman

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