Sale of Subsidiary. In the event that (i) the Executive is employed by a direct or indirect subsidiary of Sempra Energy that is a member of the Sempra Energy Control Group, (ii) Sempra Energy, directly or indirectly through one or more intermediaries, sells or otherwise disposes of such subsidiary, and (iii) such subsidiary ceases to be a member of the Sempra Energy Control Group, then if, on the date such subsidiary ceases to be a member of the Sempra Energy Control Group, the Executive continues in employment with such subsidiary and the Executive does not have a Separation from Service, Sempra Energy shall require such subsidiary or any successor (whether direct or indirect, by purchase merger, consolidation or otherwise) to such subsidiary, or the parent thereof, to assume expressly and agree to perform the obligations and satisfy and discharge the liabilities under this Agreement in the same manner and to the same extent that Sempra Energy would have been required to perform the obligations and satisfy and discharge the liabilities under this Agreement, if such subsidiary had not ceased to be part of the Sempra Energy Control Group, and, upon such assumption, Sempra Energy shall have no further obligations and liabilities under the Agreement. Upon such assumption, (i) references to Sempra Energy in this Agreement shall be replaced with references to such subsidiary, or such successor or parent thereof, assuming this Agreement, and (ii) subsection (b) of the definition of “Cause” and subsection (b) of the definition of “Good Reason” shall apply thereafter, as if a Change in Control had occurred on the date of such cessation.
Sale of Subsidiary. The Company shall not, and shall not permit any of its direct or indirect Subsidiaries to, sell, transfer, cause to be sold or transferred, or otherwise dispose of, any interest in a Subsidiary of such Person.
Sale of Subsidiary. The Company and the Company Preferred Shareholder shall have entered into such documentation as is required prior to the Closing to transfer all of the equity interests of VoiceStep Telecom, LLC, a wholly-owned Subsidiary of the Company to the Company Preferred Shareholder effective on the day after the Closing. The Company Preferred Shareholder agrees that he shall use his reasonable best efforts to ensure that the closing of such transfer shall take place within three (3) months from the Closing. The disposition of VoiceStep Telecom, LLC to the Company Preferred Shareholder shall be on a cash-free, debt free basis. In the event the transfer of the membership interests of VoiceStep Telecom, LLC to the Company Preferred Shareholder results in any tax obligation or other expenses payable by the Company, such taxes and expenses shall be reimbursed to the Company by the Company Preferred Shareholder.
Sale of Subsidiary. The Units will vest automatically and without any further action on the part of the Company or the Participant if the Participant is employed by a Subsidiary of the Company immediately following the sale or disposition of such Subsidiary by the Company; provided, however, that the Participant was not offered another position with the Company, which includes substantially equivalent salary, benefits, duties and responsibilities as the Participant’s last position.
Sale of Subsidiary. Within ten (10) days after the Closing, DAMH shall sell its entire interest in DAMSub to Xxxx Xxxxx, DAMH’s sole officer and director in exchange of $10.00 and the assumption of liabilities related to the operation of DAM’s business and the cancellation by Xxxx Xxxxx of all outstanding obligations of DAMH to the him.
Sale of Subsidiary. 19 ARTICLE 12. TITLE TO MMT LICENSED PROPERTY; CONFIDENTIALITY AND RELATED MATTERS................... 20
Sale of Subsidiary. Until the later of (i) the dissolution of the New LLC pursuant to Article X of the New LLC Agreement and (ii) the dissolution of the SAC LLC pursuant to Article X of the SAC Agreement, neither Party shall sell, transfer any interest in or take any other action that would cause any change of control of any member of the New LLC or SAC LLC controlled by such Party, without the prior written consent of the other Party.
Sale of Subsidiary i) If the entity which is the actual employer of the Executive is a Subsidiary of the Corporation (the "Employer Subsidiary"), the disposition of equity securities or assets of the Employer Subsidiary by the Corporation or by another Subsidiary such that the Employer Subsidiary ceases to qualify as a Subsidiary for purposes of this Agreement shall not constitute a termination of the Executive's employment hereunder.
ii) If the Executive remains employed by the Employer Subsidiary following its sale, the Executive shall remain eligible to receive the payments and benefits specified in Section 11(d) for the periods of time specified therein and the provision of such payments and benefits shall remain the obligation of the Corporation.
iii) If the Executive is employed by the Corporation or another Subsidiary following the sale of the Employer Subsidiary, the Executive shall not be eligible to receive the payments and benefits specified in Section 11(d) notwithstanding the fact that the sale of the Employer Subsidiary constituted a Change of Control as defined in Section 14. Unless the Executive and the Corporation agree otherwise, the Executive shall, however, remain eligible to receive the payments and benefits specified in Sections 11(a) and 11(b).
Sale of Subsidiary. Since the date of this Agreement, the pending sale of Genesis Land, Inc., scheduled to occur within thirty days following the Closing Date pending completion of certain due diligence and other matters needing completion prior to the closing of the sale, shall continue to be a binding obligation of the Acquiror Company and the execution, delivery and performance by the Acquiror Company of its agreement to divest itself of Genesis Land, Inc. in the form attached as Exhibit B, shall have been duly authorized by all necessary corporate action and does not require from the Acquiror Company Board or the shareholders of the Acquiror Company or Bioauthorize or any Bioauthorize Shareholder any consent or approval that has not been validly and lawfully obtained.
Sale of Subsidiary. NationsBank hereby consents to the sale (the "Sale") by Borrower of the capital stock of Tiger Construction, Inc. ("Tiger"), and NationsBank agrees that upon consummation of the Sale Tiger will no longer be deemed a Subsidiary or one of the Subsidiaries of Borrower.
