IP Reorganization definition

IP Reorganization any direct or indirect transfer of the ownership of certain Intellectual Property of the Parent Borrower and its Subsidiaries and related agreements, licenses and other similar assets (such Intellectual Property and related assets, collectively, the “IP Assets”) to one or more Foreign Subsidiaries or Foreign Holding Companies that are Wholly Owned Subsidiaries of the Parent Borrower.
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IP Reorganization means that certain corporate reorganization pertaining to the intellectual property rights of the Borrower and Telesat Technology to occur following the date hereof, the details of which shall be provided by the Borrower to Lender prior to the Borrower proceeding with such corporate reorganization.
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IP Reorganization a reorganization of the Purchased Subsidiaries and their assets such that (a) the ownership of certain Intellectual Property of the Purchased Subsidiaries and related agreements, licenses and other similar assets (such Intellectual Property and related assets, collectively, the “IP Assets”) will be directly or indirectly transferred to (i) a CFC designated in writing by the Borrower (“New CFC”), which is 100% owned by the Borrower and/or Wholly Owned Domestic Subsidiaries that are Loan Parties (which may include Open Water Ventures, LLC) (such entity, “U.S. Newco”), or (ii) New CFC Subsidiaries, (b) the assets of the Purchased Subsidiaries (other than the IP Assets and Capital Stock of certain Purchased Subsidiaries that are Non-Domestic Subsidiaries) shall be owned by the Borrower or one of its Domestic Subsidiaries and (c) 100% of the Capital Stock of WILP (or any Person owning 100% of the Capital Stock of WILP) is acquired directly or indirectly by one or more New CFC Entities.
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Examples of IP Reorganization in a sentence

  • In addition, Section 5.01(3) and (4) will not apply to any consolidation, merger, sale, conveyance, transfer, lease or other disposition of assets (i) between or among the Issuers and any Guarantors or (ii) in connection with any IP Reorganization Transaction.

  • The suspension shall include, without limitation, Section 1, Section 6, and Section 7 , but in no event shall include VRB USA or VRB Cayman’s obligation in relation to the IP Reorganization.

  • At the input to the encoder, source image samples are grouped into 8x8 blocks, shifted from unsigned integers with range [0, 2P - 1] to signed integers with range[-2P-1, 2P-1-1], and input to the Forward DCT (FDCT).At the output from the decoder, the Inverse DCT (IDCT) outputs 8x8 sample blocks to form the reconstructed image.

  • VRB Cayman shall make all best efforts to submit the remaining filings to complete the IP Reorganization by not later than the Completion Date (as defined in the Purchase Agreement), and to otherwise take all steps necessary, reasonable or appropriate to complete the IP Reorganization as promptly as possible, in each case at VRB Cayman’s sole expense.

  • In addition, clause (3) of this Section 5.01 will not apply to any consolidation, merger, sale, conveyance, transfer, lease or other disposition of assets (i) between or among the Issuers and any Guarantors or (ii) in connection with any IP Reorganization Transaction.

  • As of the Execution Date, all filings to complete the IP Reorganization have been submitted to the local filing agents in the applicable jurisdictions except for Indonesia and the United States of America.


More Definitions of IP Reorganization

IP Reorganization a reorganization of the Purchased Subsidiaries and their assets such that (a) the ownership of certain Intellectual Property of the Purchased Subsidiaries and related agreements, licenses and other similar assets (such Intellectual Property and related assets, collectively, the “IP Assets”) will be directly or indirectly transferred to (i) a CFC designated in writing by the Parent Borrower specifically as a New CFC under this definition of “IP Reorganization” (“New CFC”), which is 100% owned by the Parent Borrower and/or Wholly Owned Domestic Subsidiaries that are Loan Parties (which may include Open Water Ventures, LLC) (such entity, “U.S. Newco”), or (ii) New CFC Subsidiaries, (b) the assets of the Purchased Subsidiaries (other than the IP Assets and Capital Stock of certain Purchased Subsidiaries that are Non-Domestic Subsidiaries) shall be owned by the Parent Borrower or one of its Domestic Subsidiaries and (c) 100% of the Capital Stock of WILP (or any Person owning 100% of the Capital Stock of WILP) is acquired directly or indirectly by one or more New CFC Entities.
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Related to IP Reorganization

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Company Merger has the meaning specified in the Recitals hereto.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Mergers has the meaning set forth in the Recitals.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.