Transfer Formalities Sample Clauses

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.

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 ▇▇▇▇▇▇ Avocats in Luxembourg, each acting individually, to: (a) proceed, on the Effective Date, with the entry of the transfer of (i) the Contributed REIT Interest from the Assignor to the REIT, (ii) the Contributed Assignee Interest from the Assignor to the Assignee and (iii) the Contributed REIT Interest from the REIT to the Assignee, in each case under this Agreement, in the shareholders’ register of the Company and to sign the shareholders’ register of the Company as required by article 710-8 of the Luxembourg law of August 10, 1915 on commercial companies as amended and restated (the “Company Law”); (b) file a notice of the transfer of (i) the Contributed REIT Interest from the Assignor to the REIT, (ii) the Contributed Assignee Interest from the Assignor to the Assignee and (iii) the Contributed REIT Interest from the REIT to the Assignee, in each case with the Luxembourg Register of Commerce and Companies and publish such notice of transfer in the Luxembourg official gazette, in accordance with applicable provisions of the Company Law; and (c) perform any operation or act which might be necessary or useful for the performance and the execution of this Agreement and the transactions contemplated hereby.

Transfer Formalities. 3.1 After Party B notifies Party A of handling with the formalities in connection with the transfer of the Subject Interest, Party A shall procure [VIE] to go through the formalities with the competent telecommunication authority required for the approval of the transfer of the Subject Interest hereunder. 3.2 Party A shall ensure that, after obtaining the approvals described in the above Section 3.1, [VIE] shall timely conduct the formalities required for the registration of the transfer of the Subject Interest with the companies registry with which [VIE] registered, in accordance with the applicable laws and regulations. 3.3 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.

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

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 ▇▇▇▇▇ & ▇▇▇▇▇ 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

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. 3.2 Party A shall ensure that, after obtaining the approvals described in the above Section 3.1, Weimeng Chuangke shall timely conduct the formalities required for the registration or completed the filing procedures of the transfer of the Subject Equity Interests with the competent authority with which Weimeng Chuangke registered, in accordance with the applicable laws and regulations. 3.3 Party A shall provide any and all necessary cooperation required for the approval and registration of the transfer of the Subject Equity Interests, including but not limited to, any and all necessary legal documents related to the above formalities required by any competent governmental authority.

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.

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.

Transfer Formalities. (i) In connection with Section 3.1(b)(i), each Company Shareholder shall be deemed to have appointed PubCo (acting by any one director of PubCo) to be its duly appointed agent with full power to execute, complete and deliver in the name and on behalf of such Company Shareholder all documents necessary to give effect to the transfer of the Company Ordinary Shares held by such Company Shareholder pursuant to Section 3.1(b)(i). (ii) The parties shall ratify and confirm whatever the person appointed pursuant to Section 3.1(e)(i) shall do or purport to do by virtue of Section 3.1(e)(i) in good faith and PubCo shall (subject to applicable law) indemnify such person against all actions, proceedings, claims, costs, expenses and liabilities of every description arising from the exercise or the purported exercise in good faith of any of the powers conferred by this Section 3.1(e). (iii) The appointment referred to in Section 3.1(e)(i) shall be irrevocable and any transfer taken in accordance with Section 3.1(e) shall be valid for all purposes.