Transfers to Wholly Owned Subsidiaries. Notwithstanding anything in -------------------------------------- this Agreement to the contrary, (a) TSA may, from time to time, transfer all (but not less than all) of its XXX.xxx common stock to any Subsidiary of TSA, and (b) GSI may, from time to time, transfer all (but not less than all) of its XXX.xxx common stock to any Subsidiary of GSI (each of the foregoing transfers in this paragraph is hereinafter referred to as a "Permitted Transfer" and each Subsidiary referred to as a "Transferee"); provided, however, that (i) the Transferee shall continue to be a Subsidiary of TSA or GSI, as the case may be, (ii) the Transferee shall enter into a joinder agreement to be bound by all of the terms and conditions of this Agreement in the same manner as is applicable to its transferor hereunder, (iii) GSI or TSA, as the case may be, shall continue to be bound by all of the terms and conditions of this Agreement, (iv) the Party effecting a Permitted Transfer shall provide notice of such Transfer to the other Party within 10 Business Days following such Permitted Transfer, together with the written joinder from the Transferee and (v) if any Transferee subsequently ceases to be a Subsidiary of TSA or GSI, as the case may be, TSA or GSI, as the case may be, shall cause such common stock to be transferred back to TSA or GSI or to any other Subsidiary of TSA or GSI prior to the Transferee ceasing to be a Subsidiary of TSA or GSI.
Appears in 2 contracts
Samples: E Commerce Venture Agreement (Global Sports Inc), E Commerce Venture Agreement (Global Sports Inc)
Transfers to Wholly Owned Subsidiaries. Notwithstanding Notwxxxxxxxding anything in -------------------------------------- this Agreement to the contrary, (a) TSA may, from time to time, transfer all (but not less than all) of its XXX.xxx TSA.com common stock to any Subsidiary of TSA, and (b) GSI may, from time to xxxx xo time, transfer all (but not less than all) of its XXX.xxx TSA.com common stock to any Subsidiary of GSI (each of the foregoing transfers xxxxxxers in this paragraph is hereinafter referred to as a "Permitted Transfer" and each Subsidiary referred to as a "Transferee"); providedPROVIDED, howeverHOWEVER, that (i) the Transferee shall continue to be a Subsidiary of TSA or GSI, as the case may be, (ii) the Transferee shall enter into a joinder agreement to be bound by all of the terms and conditions of this Agreement in the same manner as is applicable to its transferor hereunder, (iii) GSI or TSA, as the case may be, shall continue to be bound by all of the terms and conditions of this Agreement, (iv) the Party effecting a Permitted Transfer shall provide notice of such Transfer to the other Party within 10 Business Days following such Permitted Transfer, together with the written joinder from the Transferee and (v) if any Transferee subsequently ceases to be a Subsidiary of TSA or GSI, as the case may be, TSA or GSI, as the case may be, shall cause such common stock to be transferred back to TSA or GSI or to any other Subsidiary of TSA or GSI prior to the Transferee ceasing to be a Subsidiary of TSA or GSI.
Appears in 1 contract
Samples: E Commerce Venture Agreement (Sports Authority Inc /De/)