Transfer Formalities Sample Clauses

Transfer Formalities. After Party B notifies Party A of handling with the formalities in connection with the transfer of the Subject Interest, Party A shall procure Weimeng to go through the formalities with the competent telecommunication authority required for the approval of the transfer of the Subject Interest hereunder. Party A shall ensure that, after obtaining the approvals described in the above Section 3.1, Weimeng shall timely conduct the formalities required for the registration of the transfer of the Subject Interest with the companies registry with which Weimeng registered, in accordance with the applicable laws and regulations. Party A shall provide any and all necessary cooperation required for the approval and registration of the transfer of the Subject Interest, including, without limitation, any and all necessary legal documents related to the above formalities required by any competent governmental authority.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Transfer Formalities c|net shall transfer physical possession of -------------------- the Transferred Assets at the Closing as defined in the Stock Purchase Agreement, or at such other time and place as the parties may mutually agree. c|net may retain one or more copies of the source and binary code comprising Prism, and the documentation for such source and binary code, subject to Article 4.2. At the Closing, c|net shall execute and deliver an appropriate Assignment, in the form shown attached as Exhibit B, and provide such other assistance as necessary to enable Vignette to record its ownership of the Transferred Assets.
Sample 1Sample 2Sample 3
Transfer Formalities. Subject to a shareholder meeting of the Company having approved the transfer from the Transferor to the Transferee , at the Transfer Date and with effect from the Transfer Date, the Transferor shall transfer the legal ownership of the Shares to the Transferee and for that purpose, the Parties shall promptly after the execution of this Agreement, register or cause to be registered the transfer of the Shares from the Transferor to the Transferee in the share register of the Company. In accordance with the law on commercial companies dated 10 August 1915, as amended, and article 1690 of the Civil Code, the Parties hereby jointly empower any lawyer or employee of Xxxxx & Xxxxx Luxembourg, in order to make the transfer enforceable vis-à-vis the Company and to proceed to the entry of the Transferee into the share register of the Company. The Transferee acknowledges being aware of the financial situation of the Company and accepts the transfer of the legal ownership of the Shares as of the Transfer Date in consideration for the restitution of the Fiduciary Assets (as defined in the Fiduciary Agreement dated [date] between inter alia the Transferee and the Transferor). This agreement entails transfer of all rights, risks and obligations from the Transferor to the Transferee effective as of the Transfer Date
Sample 1Sample 2
Transfer Formalities. 3.1 After Party B notifies Party A of handling with the formalities in connection with the transfer of the Subject Equity Interests, Party A shall procure Weimeng Chuangke to go through the formalities with the relevant authority （if applicable）required for the approval of the transfer of the Subject Equity Interests hereunder.
Sample 1
Transfer Formalities. Assignor, Assignee and the REIT hereby jointly empower and authorize any manager of the Company, any employee of Alter Domus in Luxembourg and any lawyer or employee of Xxxxxx Avocats in Luxembourg, each acting individually, to:
Sample 1
Transfer Formalities. The Option Holder hereby irrevocably appoints such one of the Directors of Hexagen as Incyte shall nominate in writing as the Option Holder's attorney to execute, upon any completion as aforesaid, on his behalf any transfer of Hexagen Shares in favour of Incyte (or as Incyte may direct) and such other documents as may be necessary to transfer title thereto.
Sample 1
Transfer Formalities. Upon the Effectiveness of the Trademark Assignment Agreement: After the Trademark Assignment Agreement takes effect, Party A (or Party B) shall transact the formalities for changing the registered owner, and the required expenses shall be borne by the Transferee.
Sample 1
AutoNDA by SimpleDocs
Transfer Formalities. Buyer and the Company Shareholders instruct and authorise the Company to register at the Closing, in the name and on behalf of Buyer, the transfer of the Company Shares in the shareholders’ register of the Company and to file as soon as practicable a notice with the Luxembourg Register of Commerce and Companies in respect of the transfer of the Company Shares from the Company Shareholders to Buyer. The Company Shareholders, Buyer and the Company hereby jointly empower and authorise any manager of the Company, acting individually, to (i) proceed, at the Closing, with the entry of the transfer of the Company Shares in accordance with this Agreement in the shareholders’ register of the Company and to sign the shareholders’ register of the Company in accordance with article 185 of the Luxembourg Company Law, (ii) file a Company Shares transfer notice with the Luxembourg Register of Commerce and Companies and (iii) perform any operation or act which might be necessary or useful for the performance and the execution of this Agreement, in particular the Company Shares and ISL transfer formalities.
Sample 1

Related to Transfer Formalities

  • Separate Formalities The Partnership shall (i) observe all partnership formalities and other formalities required by its organizational documents, the laws of the jurisdiction of its formation, or other laws, rules, regulations and orders of governmental authorities exercising jurisdiction over it, (ii) engage in transactions with the General Partner and its Affiliates (other than another Group Member) in conformity with the requirements of Section 7.9, and (iii) promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative expenses, capital expenditures, and costs for shared services performed by Affiliates of the General Partner (other than another Group Member). Each material contract between the Partnership or another Group Member, on the one hand, and the Affiliates of the General Partner (other than a Group Member), on the other hand, shall be in writing.

  • Formalities Parties to this Agreement

  • Corporate Formalities The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.

  • Due Formation The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently being conducted.

  • Maintenance of Office and Transfer Books by the Registrar Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the Delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary’s or the Registrar’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

  • Additional Mandatory Registrations The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-1 covering the resale of all of the Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC; provided that after two rejections by the SEC of Additional Registration Statements, the Company shall not be required to file Additional Registration Statements more frequently than once per sixty day period commencing subsequent to the second rejection. In the event that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use its commercially reasonable efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Additional Documentation Execute and deliver, or cause to be executed and delivered, any and all other agreements, instruments or documents which Lender may reasonably request in order to give effect to the transactions contemplated under this Loan Agreement and the other Loan Documents.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!