Subsidiary Transfer Sample Clauses

A Subsidiary Transfer clause defines the conditions under which rights or obligations under an agreement may be transferred to a subsidiary of one of the parties. Typically, this clause allows a party to assign or delegate its contractual interests to a company it controls, such as a wholly-owned subsidiary, without requiring the other party's consent. This facilitates corporate restructuring, mergers, or internal reorganizations by enabling flexibility in how contractual relationships are managed within a corporate group, while maintaining continuity and minimizing administrative hurdles.
Subsidiary Transfer. The Company shall have completed the Subsidiary Transfer.
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Subsidiary Transfer. (a) After giving effect to consummation of the Subsidiary Transfer, the assets, properties and rights of the Company and its Subsidiaries (other than the Transfer Subsidiaries) will constitute all of the assets, properties and rights that are used in or necessary to conduct the Terminals Business of the Company and its Subsidiaries (other than the Transfer Subsidiaries), in all material respects, as conducted as of the date hereof. (b) After giving effect to the transactions contemplated by the Subsidiary Transfer Agreement, including the repayment of debt as contemplated in the Subsidiary Transfer Agreement, and payment of all related fees and expenses, the Company will be Solvent as of the closing date under the Subsidiary Transfer Agreement and immediately after the consummation of the transactions contemplated thereby. (c) Other than as set forth on Section 4.14(c) of the Company Disclosure Letter, from and after the consummation of the Subsidiary Transfer, there will be no Contracts among ED&F Man Holding Limited (or any Affiliates thereof, including the Transfer Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand. (d) Since June 1, 2009, the Company and the Company’s Subsidiaries have not conducted any business other than the Terminals Business and the Feed Business, and have not incurred any Liabilities other than in connection with the Terminals Business and the Feed Business, including in connection with any related financing activities.
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Subsidiary Transfer. In connection with the Share Exchange Agreement and the Share Exchange Transactions, the Company entered into an LLC Membership Interest Transfer Agreement, dated as of April 1, 2024 (the “LLC Transfer Agreement”) with M▇. ▇▇▇▇, pursuant to which the Company transferred to M▇. ▇▇▇▇ all of the interests in VoiceStep Telecom LLC (“VoiceStep”), a limited liability company organized under the laws of California. The Parties acknowledge and agree that as a condition to the execution of this Recission Agreement, all of the membership interests in VoiceStep shall have been transferred to the Company at least one (1) business day prior to the Closing Date. The Company and M▇. ▇▇▇▇ hereby represent and warrant that M▇. ▇▇▇▇ has contributed all of the membership interests in VoiceStep to the Company prior to the date hereof and he has no further rights as a member of VoiceStep. The Parties hereby acknowledge and agree that none of the Shareholders or VinHMS have any liabilities or obligations to the Company, M▇. ▇▇▇▇, or VoiceStep related to the management or business of VoiceStep during the period from April 1, 2024 up to, and including, the Closing Date. The Company hereby agrees to hold harmless and indemnify the Shareholders and VinHMS to the fullest extent permitted by applicable law in respect of any claim, issue or matter arising or in connection with the transfer of the membership interest in VoiceStep to the Company.
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Subsidiary Transfer. The Purchaser acknowledges that ASC intends to cause ASCRP to complete the Subsidiary Transfer.
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Subsidiary Transfer. Pursuant to the LOI, ▇▇. ▇▇▇▇▇▇ or his nominee will acquire a 100% interest in the Subsidiaries simultaneously with Closing pursuant to the terms and conditions of a subsidiary transfer agreement (the “Subsidiary Transfer Agreement”).
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Subsidiary Transfer. 27 Section 5. Transfer Taxes......................................................................................28 Section 6. Exchanges; Lost, Stolen or Mutilated Certificates...................................................28 Section 7. Survival of Representations, Warranties, Agreements and Covenants, etc..............................28 Section 8. Expenses............................................................................................29 Section 9. Indemnification.....................................................................................29 Section 10. Remedies............................................................................................31 Section 11. Further Assurances..................................................................................31 Section 12. Successors and Assigns..............................................................................31 Section 13. Entire Agreement....................................................................................31 Section 14. Notices.............................................................................................32 Section 15. Amendments..........................................................................................33 Section 16. Counterparts........................................................................................34 Section 17. Headings............................................................................................34 Section 18. Nouns and Pronouns..................................................................................34 Section 19. Governing Law.......................................................................................34 Section 20. Severability........................................................................................34 Exhibit A-1 Form of $15,000,000 Note Exhibit A-2 Form of $5,140,000 Additional Note Exhibit B Form of Warrant Exhibit C Form of Registration Rights Agreement Exhibit D Form of Secretary's Certificate Exhibit E Form of Restated Certificate of Incorporation Exhibit F Form of By-Laws Exhibit G Form of Opinion of Counsel to the Corporation Exhibit H Form of Stockholder Agreement Exhibit I Form of Gadi Cohen Non-Competition Agreement Exhibit J Form ▇▇ ▇▇▇▇▇▇nd Remittitur and Pledge Agreement Exhibit K Form of Agreement Between Securityholders Exhibit L Form of Employee Nondisclosure and Secrecy Agreement Exhibit M Initial Form of Report Exhibit N Final Form o...
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Subsidiary Transfer. The Stockholder hereby agrees to ------------------- contribute to the capital of the Corporation, within 30 days following the Closing Date, all of the outstanding shares of capital stock of the Subsidiary owned by the Stockholder, to make or cause to be made all filings and notifications and to obtain all consents required in connection therewith, to obtain appropriate documentation with respect to the Qualifying Shares and to obtain the resignation of Mr. Roni Cohen as a director of the Subsidiary, and the assignment ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ing Shares.
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Subsidiary Transfer. As of the Effective Time, Omni shall have transferred (the “Transfer”) all of the capital stock of Omni U.S.A. Inc., a Washington Corporation and B▇▇▇▇▇ Products Corporation to Asia Capital LLC (“Asia”) for an aggregate purchase price of $672,000 paid by delivery of a promissory note. The Transfer shall be effected pursuant to the terms of the Stock Purchase Agreement dated as of the Closing Date in the form attached as Exhibit A.
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Related to Subsidiary Transfer

  • Temporary Transfer When an employee is assigned temporarily to perform the duties and assume the responsibilities of a higher paying position in the bargaining unit, for a period in excess of one-half of a shift, he shall be paid the rate immediately above his current rate in the higher classification to which he was assigned from the commencement of the shift on which he was assigned the job.

  • Voluntary Transfer An employee who transfers within the same class shall receive no salary adjustment. An employee who transfers between classes shall receive the minimum adjustment necessary to bring his/her salary to the minimum rate of the new class. However, an employee receiving a rate of pay in excess of the range maximum shall continue to receive that rate of pay.

  • Temporary Transfers When an employee is assigned temporarily to perform the duties and assume the responsibilities of a higher paying classification in the bargaining unit, she shall be paid the rate in the higher salary range immediately above her current rate for all hours worked in the assignment.

  • Involuntary Transfer a. If employees are being considered for involuntary transfer they shall be consulted prior to a decision. The employee being considered for a transfer can discuss his/her personal desires at that time. At the superintendent’s discretion, teachers with only one year of experience in the current assignment or the district, or teachers assigned to other than regular classrooms, may be exempt from a transfer. An employee receiving notice of a transfer may request a meeting with the superintendent at which meeting the employee is entitled to employee representation. At the request of the employee, a written statement of the reasons for the transfer shall be provided by the superintendent with input from the principal(s). The building administration shall proceed through a process for an involuntary transfer considering the following criteria: 1. Every attempt shall be made to replace staff from within the building first. 2. The building administrator shall meet informally with staff to make an amiable transfer. 3. The building administrator shall request volunteers. 4. The building administrator shall notify the Association if the only option appears to be an involuntary transfer. 5. In cases where no voluntary transfer is found, the employee with the least seniority shall be selected so long as academic program requirements can be met. 6. The building administrator shall work to not cause multiple moves. 7. The administration shall make the final decision. This process is not an attempt to produce movement without cause but to improve education. b. An employee chosen to be transferred (to a new building or a new room within a building) shall have the option to use two (2) days at per diem. These days shall be used on site the week prior to the regular report day for teachers or the week after the last contract day of the current school year, in order to prepare for the new assignment. If approved by the Superintendent, other arrangements for use of the per diem days can be made with the building principal. c. The affected employee who is requested to transfer shall be informed of the time, and be assisted in moving by the District to a new building or a new room within a building. This assistance shall include the movement of professional equipment and instructional supplies. d. The transferred employee shall be offered assistance to meet the employee’s and student’s needs. The assistance may include a mentorship, college courses, workshops, resource materials, collaboration, time to review curriculum and other in- service opportunities. In no case shall the district’s financial obligation exceed five hundred dollars ($500.00). e. Teachers transferred out of their areas of qualifications (majors, minors, or specific certification) shall not be subject to probation/nonrenewal for the first year of such reassignment, if the probation nonrenewal is based solely on deficiencies in knowledge of subject matter.

  • Involuntary Transfers Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Other Investor Member (each, an "Involuntary Transfer") shall be void unless such Management Member, Outside Investor Member or Other Investor Member complies with this Section 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 13.6 and the person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the "Involuntary Transferee") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 13.6. Upon the Involuntary Transfer of any Interest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. For purposes of this Agreement, "Carrying Value", with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such outstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.