TRANSFER OF EQUITY AS CONSIDERATION Sample Clauses

TRANSFER OF EQUITY AS CONSIDERATION. OBSERVER RIGHTS [17] Not applicable; the University is not receiving equity in the Licensee and is not requesting observer rights. The University is not receiving equity in the Licensee, but Licensee hereby grants to the University the right to observe all meetings of its governing body and shall provide to University all materials delivered to its directors or governing body. The University is receiving equity in the Licensee. See Exhibit , which is attached and made part of this Agreement for Licensee’s obligations. [17]Can be negotiated, potentially instead of upfront or yearly fees in the case of startups or other companies which may not be able to pay an upfront fee.
Sample 1
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TRANSFER OF EQUITY AS CONSIDERATION. OBSERVER RIGHTS (Delete if not applicable) In consideration for the rights grants in this Agreement, Licensee shall: issue to University  % of its Fully Diluted Shares, grant preemptive rights reasonably acceptable to the University. grant board observer rights reasonably acceptable to the University. A “Fully Diluted Share” is a fully paid-up and non-assessable, voting equity security issued by Licensee. The number of “Fully Diluted Shares” to be issued in consideration of the License Agreement is calculated as of the effective date of the License Agreement as follows: the total number of issued and outstanding Licensee voting equity securities, the total number of such securities that may be issued through the conversion of outstanding convertible securities or the exercise of outstanding options and warrants, plus the maximum number of such shares that have been reserved for issuance through an unallocated option pool (e.g., shares reserved for issuance to Licensee’s directors, employees or service providers).
Sample 1
TRANSFER OF EQUITY AS CONSIDERATION. OBSERVER RIGHTS (Delete if not applicable) In consideration for the rights grants in this Agreement, Licensee shall: (a) issue to University certain fully paid-up, non-assessable, voting membership interests in Licensee (“Shares”) in an amount equal to  % of all issued and outstanding membership interests, fully diluted, as of the Effective Date. (b) grant preemptive rights reasonably acceptable to the University. (c) grant board observer rights reasonably acceptable to the University. 11 LICENSEE’S ADDRESS FOR NOTICE Contact: Insert name of contact  Address: Insert Name of Licensee Insert Address Line 1 Insert address Line 2 Insert city, state, and zip code Phone   Email:   12 LICENSEE’S CONTACT FOR PATENT PROSECUTION CONSULTATION Contact: Insert name of contact  Address: Insert Name of Licensee Insert Address Line 1 Insert address Line 2 Insert city, state, and zip code Phone   Email:   13 LICENSEE’S CONTACT FOR BILLING AND FINANCE Contact: Insert name of contact  Address: Insert Name of Licensee Insert Address Line 1 Insert address Line 2 Insert city, state, and zip code Phone   Email:  
Sample 1

Related to TRANSFER OF EQUITY AS CONSIDERATION

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Company Title or Interest The Employer’s obligations under this Agreement including Supplements shall be binding upon its successors, administrators, executors and assigns. The Employer agrees that the obligations of this Agreement shall be included in the agreement of sale, transfer or assignment of the business. In the event an entire active or inactive operation, or a portion thereof, or rights only, are sold, leased, transferred or taken over by sale, transfer, lease, assignment, receivership or bankruptcy proceedings, such operation or use of rights shall continue to be subject to the terms and conditions of this Agreement for the life thereof. Transactions covered by this provision include stock sales or exchanges, mergers, consolidations, spin-offs or any other method by which a business is transferred. It is understood by this Section that the signator Employer shall not sell, lease or transfer such run or runs or rights to a third party to evade this Agreement. In the event the Employer fails to require the purchaser, transferee, or lessee to assume the obligations of this Agreement, as set forth above, the Employer (including partners thereof) shall be liable to the Local Union(s) and to the employees covered for all damages sustained as a result of such failure to require the assumption of the terms of this Agreement until its expiration date, but shall not be liable after the purchaser, the transferee or lessee has agreed to assume the obligations of this Agreement. The obligations set forth above shall not apply in the event of the sale, lease or transfer of a portion of the rights comprising less than all of the signator Employer’s rights to a non-signator company unless the purpose is to evade this Agreement. Corporate reorganizations by a signatory Employer, occurring during the term of this Agreement, shall not relieve the signatory Employer or the re-organized Employer of the obligations of this Agreement during its term. When a signator to this Agreement purchases rights from another signator, the provisions of Article 5 shall apply. The applicable layoff provisions of this Agreement shall apply. The Employer shall give notice of the existence of this Agreement to any purchaser, transferee, lessee, assignee, or other entity involved in the sale, merger, consolidation, acquisition, transfer, spin-off, lease or other transaction by which the operation covered by this Agreement or any part thereof, including rights only, may be transferred. Such notice shall be in writing, with a copy to the Local Union, at the time the seller, transferor or lessor makes the purchase and sale negotiation known to the public or executes a contract or transaction as herein described, whichever first occurs. The Local Union shall also be advised of the exact nature of the transaction, not including financial details. The term rights shall include routes and runs.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.

  • Transfer of Employees 4.16 At least three (3) regular work days' notice shall be given to the Union and the employees before workers are transferred from one reporting headquarters to another reporting headquarters. Upon failure to give three (3) days' notice, as stated above, the Employer shall pay one (1) additional day's subsistence for each day notice is not given, as defined in paragraph 5.2 to the existing shop headquarters. Where such penalty is applicable, it shall be based upon the headquarters from which the employee is being transferred. The notice of transfer required by this Section to be given to the Union shall be in writing to the Local Union's Business Office. The postmark date of such letter shall govern compliance. If the transfer is the result of the employee's request made through his/her Xxxxxxx or if no Xxxxxxx is available, the Business Representative, the reimbursement shall be waived. CAMP ACCOMMODATIONS

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Transfer of Membership Membership shall not be transferred except with the approval and consent of the Board of Managers and in accordance with the Capital Units Transfer System.

  • Transfer of Payments 1. Each Contracting Party shall guarantee to investors of the other Contracting Party, after fulfillment of all tax obligations, a free transfer abroad of payments in connection with the investments, and in particular:

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

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