Common use of Transactional Agreements Clause in Contracts

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Electric Tractor Corp.), Asset Purchase Agreement (Electric Tractor Corp.), Asset Purchase Agreement (Nvidia Corp/Ca)

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Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Escrow Agreement; (c) the Voting AgreementsAssignment Agreement; (d) the Credit Non-competition Agreements referred to in Section 1.5(b)(vi) of the Agreement; and (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersConsideration Notes.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Local Matters Inc.), Asset Purchase Agreement (Local Matters Inc.), Asset Purchase Agreement (Local Matters Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption AgreementNotes; (c) the Voting Security Agreements; and (d) the Credit Registration Rights Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.)

Transactional Agreements. Transactional Agreements" shall mean: mean (a) the Agreement; (b) the Assignment and Assumption AgreementShareholder Closing Certificate; (c) the Voting AgreementsPurchaser Closing Certificate; (d) the Credit Letter Agreement; (e) the Patent License Rescission Agreement; and (f) the Patent Standstill Agreement; certificates and (gdocuments delivered pursuant to Sections 5.1(d) the Stay Ordersand 5.2(d).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Transition Services Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit Intellectual Property License Agreement; (e) the Patent License AgreementBills of Sale; (f) the Patent Standstill AgreementPayoff Instructions; and (g) the Stay Orderscertificates required under Sections 5.6 and 6.5; (h) the Non-UK Transfer Documents; (i) the Assignment Agreements; and (j) the Manufacturing Services and Supply Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Oclaro, Inc.), Asset Purchase Agreement (Ii-Vi Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; and (b) the Assignment Shareholder Representation Letter and Assumption Non-competition Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

Appears in 2 contracts

Samples: Sale of Assets Agreement (Peoplenet International Corp), Sale of Assets Agreement (Peoplenet International Corp)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Transition Services Agreement; (c) the Voting AgreementsNote; (d) the Credit License Agreement; (e) the Patent License Lease Agreement; (e) the Securities Issuance Agreement; (f) the Patent Standstill Software License, Services and Co-Marketing Agreement; and (g) all other documents and agreements delivered or to be delivered in connection with the Stay OrdersTransactions.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Accelrys, Inc.), Asset Purchase Agreement (Symyx Technologies Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the this Agreement; (b) the Assignment and Assumption AgreementNon-Competition Agreements; (c) the Voting AgreementsOffer Letters; (d) the Credit Escrow Agreement; and (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Financial Certificate.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption AgreementBill of Sale; (c) the Voting AgreementsAssignment Documents; (d) the Credit Agreement; Closing Certificate, and (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersFIRPTA Certificate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (ReShape Lifesciences Inc.), Asset Purchase Agreement (ReShape Lifesciences Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Escrow Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit Transition Services and Leaseback Agreement; and (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Certificate.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Medical Transcription Billing, Corp)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment Manufacturing and Assumption Supply Agreement; (c) the Voting AgreementsTransition Services Agreement; (d) the Credit Assumption Agreement; (e) the Patent Intellectual Property License Agreement; (f) the Patent Standstill AgreementBills of Sale; and (g) the Stay OrdersPayoff Instructions; (h) the certificates required under Sections 5.4 and 6.3; (i) the Non-UK Transfer Documents; and (j) the Assignment Agreements.

Appears in 2 contracts

Samples: Share and Asset Purchase Agreement (Oclaro, Inc.), Share and Asset Purchase Agreement (Ii-Vi Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting AgreementsIP Assignment and License Agreement; and (d) the Credit Noncompetition Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Inktomi Corp), Asset Purchase Agreement (Verity Inc \De\)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption BioTime Stem Cell Lines License Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit Confidential Disclosure Agreement; (e) the Patent License Royalty Agreement; (f) the Patent Standstill Telomerase Exclusive Sublicense Agreement; and (g) all other documents and agreements delivered or to be delivered in connection with the Stay OrdersTransactions.

Appears in 2 contracts

Samples: Asset Contribution Agreement (Geron Corp), Asset Contribution Agreement (Biotime Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting AgreementsLicense Agreement; (d) the Credit Non-Competition Agreement; , (e) the Patent License Registration Rights Agreement; , (f) the Patent Standstill Escrow Agreement; and (g) the Stay OrdersBill of Sale, and (h) the WIP Purchase Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Simtek Corp)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Escrow Agreement; and (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Certificate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cavium Networks, Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Escrow Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit Noncompetition Agreement; (e) the Patent License Agreement; and (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Certificate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Planetout Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption License Agreement; (c) the Voting Separation Agreements; and (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Certificate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innovaro, Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Escrow Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit AgreementXxxx of Sale; (e) the Patent License AgreementVoting Agreements; (f) the Patent Standstill AgreementSecretary’s Certificate; and (g) the Stay OrdersClosing Certificate; (h) the Financing Agreements; and (i) any other Contract or instrument which shall or is advisable to be executed and delivered in connection with the consummation of the Transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Esim LTD)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Transition Services Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit Intellectual Property License Agreement; (e) the Patent License AgreementBills of Sale; (f) the Patent Standstill AgreementPayoff Instructions; and (g) the Stay Orderscertificates required under Sections 5.3 and 6.4; (h) the Non-UK Transfer Documents; and (i) the Assignment Agreements.

Appears in 1 contract

Samples: Option Agreement (Oclaro, Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) Disclosure Schedule; (c) the Assignment Xxxx of Sale and Assumption Agreement; (c) the Voting Agreements; (d) the Credit AgreementAssignment Documents; (e) the Patent License Agreement; Closing Certificate, (f) the Patent Standstill AgreementFIRPTA Certificate; and (g) the Stay OrdersRoyalty Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardiva Medical, Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the this Agreement; (b) the Assignment and Assumption Transition Services Agreement; (c) the Voting AgreementsAmendment to the Rights Agreement; (d) the Credit Trademark License Agreement; (e) the Patent License Assumption Agreement; (f) the Patent Standstill AgreementXxxx of Sale; and (g) the Stay OrdersSeller Internal Use License; and (h) all other bills of sale, assignments and other agreements delivered or to be delivered in connection with the Transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Va Software Corp)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; and (c) the Voting Agreements; (d) the Credit Transitional Services Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

Appears in 1 contract

Samples: Asset Purchase Agreement (Conihasset Capital Partners, Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Xxxx of Sale and Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Assignment and Assumption Agreement; and (gf) all bills of sale, assignments and other agreements delivered or to be delivered in connection with the Stay Orderstransactions contemplated by the Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Momenta Pharmaceuticals Inc)

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Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Noncompetition Agreement; (e) the Patent License AgreementAssignment Agreements; (f) the Patent Standstill AgreementSeller Closing Certificate; and (g) the Stay OrdersSeller Sub Closing Certificate; (h) the Purchaser Closing Certificate; (i) the Bxxx of Sale; and (j) the Patent Assignments.

Appears in 1 contract

Samples: Asset Purchase Agreement (TTR Technologies Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Escrow Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit AgreementSeller's Closing Certificate; and (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersPurchaser's Closing Certificate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asyst Technologies Inc /Ca/)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption AgreementCertificate of Merger; (c) the Voting Noncompetition Agreements; (d) the Credit Agreement; Employment Agreements, (e) the Patent License AgreementRepurchase Agreements; (f) the Patent Standstill Registration Rights Agreement; (h) the Lock-up Agreements; and (g) the Stay OrdersEscrow Agreement.

Appears in 1 contract

Samples: Merger Agreement (inContact, Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Xxxx of Sale and Assignment Agreement, Patent Assignment, Trademark Assignment and Assumption Agreementother Intellectual Property Assignments required by Purchaser, each in forms reasonably acceptable to Purchaser; (c) the Voting AgreementsAssumption Agreement; (d) the Credit Agreement; Subsidiary Purchase Agreements and (e) all bills of sale, assignments and other agreements delivered or to be delivered in connection with the Patent License transactions contemplated by the Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

Appears in 1 contract

Samples: Asset Purchase Agreement (Flir Systems Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Transition Services Agreement; and (gc) all other documents and agreements delivered or to be delivered in connection with the Stay OrdersTransactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Caliper Life Sciences Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Escrow Agreement; (c) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Series D Voting Agreement; (e) the Patent License Investor Rights Agreement; (f) the Patent Standstill AgreementSeller Voting Agreements; and (g) the Stay OrdersPurchaser Voting Agreements; (h) the Seller Closing Certificate; (i) the Purchaser Closing Certificate; and (j) the Assumption Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Renovis Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; Xxxx of Sale, (d) the Credit Agreement; Assignment of Patents, (e) the Patent License Agreement; Assignment of Trademarks and (fe) the Patent Standstill Agreement; and (g) the Stay OrdersAssignment of Copyrights.

Appears in 1 contract

Samples: Asset Purchase Agreement (Seec Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption AgreementXxxx of Sale; (c) the Voting AgreementsAssignment Documents; (d) the Credit Agreement; Closing Certificate, (e) the Patent License AgreementFIRPTA Certificate; (f) the Patent Standstill Transition Services Agreement; , (g) the Apollo Supply Agreement, (h) the Apollo Distribution Agreement and (g) the Stay OrdersSecurity Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apollo Endosurgery, Inc.)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Escrow Agreement; (c) the Voting AgreementsAssumption Agreement; (d) the Credit Transition Services and Leaseback Agreement; (e) the Patent License Agreement; Axxxxxxxx Employment Agreement , and (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Certificate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Escrow Agreement; (c) the Assignment and Assumption Agreement; (d) the U.K. Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Australia Assignment and Assumption Agreement; (e) the Patent License Transition Services Agreement; (f) the Patent Standstill Termination Agreement; and (g) all bills of sale, assignments and other agreements delivered or to be delivered in connection with the Stay Orderstransactions contemplated by the Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fairmarket Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; License Agreement and (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Certificate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aura Systems Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment Assumption Agreement and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay OrdersClosing Certificate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Leadis Technology Inc)

Transactional Agreements. Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; and (c) the Voting Agreements; (d) the Credit Transition Services Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ditech Communications Corp)

Transactional Agreements. Transactional Agreements" shall mean: (a) the this Agreement; (b) the Assignment and Assumption AgreementMembership Assignment; (c) the Voting AgreementsNoncompetition Agreement; (d) the Credit Consulting Agreement; (e) the Patent License Assumption Agreement; and (f) the Patent Standstill Registration Rights Agreement; and (g) the Stay Orders.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Acacia Research Corp)

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