Transfer of MJ Japan Sample Clauses

Transfer of MJ Japan. Immediately following the Closing, Buyer shall make or cause to be made employment offers to at least three of the following four persons: Yoshiharu Naito, Sales Manxxxx, Xxxxxx Xxe, Applications Mxxxxxx, Xxkimasa Nakashima, Technixxx Xxxxxxx Xxxxxxr, and Hiroko Yoshida, Accounting Xxxxxxx (xxxx three or four employees to whom employment offers are made being the "Buyer Employees"; all other employees of MJ Japan collectively referred to as the "Remaining Employees"). Within the period that is 30 days after the Closing (the "30-Day Transfer Preparation Period"), the parties hereto will pursue a sale or other transfer (a "Transfer") to a purchaser (the "Third-Party Purchaser") of MJ Japan, as a legal entity, provided that at the time of such transfer, such entity will have only the following assets and liabilities: (1) the current lease for the office space occupied by MJ Japan; (2) the employment relationship with all or some portion of the Remaining Employees; (3) furniture and fixtures (including, without limitation, the laboratory equipment) currently used by MJ Japan; (4) the computer equipment and systems currently used by MJ Japan; (5) any lease for furniture, fixtures and equipment used by MJ Japan, and any automobile leases for automobiles used primarily by employees whose employment relationships are being transferred pursuant to clause (2) above; and (6) all corporate books and records and other similar assets of MJ Japan (but not including the name "MJ Japan" itself) (collectively, the "Transferred Assets"). Within the Transfer Preparation Period, in anticipation of the Transfer, Buyer shall make reasonable efforts to transfer out of MJ Japan all assets and liabilities other than the Transferred Assets. If Buyer is not able to transfer out all such assets on a commercially reasonable basis, including because the accounts receivable are not easily transferred or distributed, then the parties agree that the Buyer will be allocated an appropriate portion of any proceeds from a Transfer such that Buyer is made whole for leaving such assets in MJ Japan. Definitive documentation relating to the Transfer shall be executed by the Third-Party Purchaser within the Transfer Preparation Period, and such transaction shall be consummated within the period that is 45 days after the Closing.

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Transfer of MJ Japan. Immediately following the Closing, Buyer shall make or cause to be made employment offers to at least three of the following four persons: Xxxxxxxxx Xxxxx, Sales Manager, Xxxxxx Xxx, Applications Manager, Xxxxxxxx Xxxxxxxxx,

Related to Transfer of MJ Japan

Transfer of Know-How For the avoidance of doubt, unless specifically stated otherwise, nothing under this Agreement shall obligate Licensor to provide or otherwise make available to Licensee any copies or embodiments of any Know-How or make or provide or otherwise make available to Licensee any updates to any Know-How (even if Licensor or its Affiliates updates same for their own use).
Transfer of Materials In the event Acceleron exercises its rights pursuant to Section 10.5.1, Celgene shall negotiate in good faith with Acceleron regarding Celgene transferring to Acceleron, at Acceleron’s cost, materials developed under this Agreement in the course of Developing and Commercializing Licensed Compounds or Licensed Products that are directly related to Licensed Compounds or Licensed Products to the extent provided in and in accordance with such agreement.
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.
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 Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital.
Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.
Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.
Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.
Transfer of Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.
Transfer of Note Each provision of this Note shall be and ---------------- remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.