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

  • 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, 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.

  • 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.

  • 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.

  • VRB Cayman shall regularly update CES (meaning not less than once in each 30-day period) with respect to the status of the IP Reorganization and cooperate with, and respond to requests of, CES and its agents with respect to its efforts to ensure that the IP Reorganization is timely completed in all respects to CES’s reasonable satisfaction.


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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