Ownership of Competing Business Pending Divestiture Sample Clauses

Ownership of Competing Business Pending Divestiture. The acquisition and ownership of any direct or indirect interest in a business or venture which in part consists of a Competing Business; provided that within ninety (90) days following the date of such acquisition such Party or its Affiliates either (i) transfers the assets of such business or venture which relates to a Competing Business (the "Competing Assets") to the Joint Venture on terms mutually agreed to by such Party and the Joint Venture, or (ii) if the Joint Venture elects not to purchase the Competing Assets, transfers the Competing Assets to a third party that is not an Affiliate of either Rock-Tenn or Sonoco. In the event that a Party (directly or indirectly through an Affiliate) determines to transfer the Competing Assets to a third party that is not Affiliate of either Rock-Tenn or Sonoco, such Party shall, prior to entering into any agreement for the sale of such Competing Assets, offer to sell such Competing Assets to the Joint Venture (the "Competing Assets Sale Offer") by written notice (the "Competing Assets Sale Notice") to the Joint Venture, which shall (1) describe such Competing Assets and any Liens relating thereto, (2) state the purchase price of such Competing Assets, which shall be the purchase price offered by such third party for such Competing Assets, and describe all other material terms of the offer of the third party purchaser, and (3) state the closing date for the purchase by the Joint Venture of such Competing Assets, which shall be a Business Day not later than thirty (30) days after the date of the Competing Assets Sale Notice (the "Competing Assets Closing Date"). For a period of fifteen (15) days after receipt of the Competing Assets Sale Notice, the Joint Venture shall have the right to purchase all, but not less than all, of such Competing Assets on the terms set forth in the Competing Assets Sale Notice. The right of the Joint Venture to purchase the Competing Assets pursuant to a Competing Assets Sale Notice shall be exercisable
Sample 1
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Related to Ownership of Competing Business Pending Divestiture

  • Ownership of Company Property The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Merger Sub; No Prior Activities (a) Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. (b) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement, Merger Sub has not and will not prior to the Closing Date have incurred, directly or indirectly, through any Subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

  • Ownership of Intellectual Property Any intellectual property which originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

  • Ownership of Developments All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Executive during the course of performing work for the Company or its clients (collectively, the "Work Product") shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

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