License Exchange definition

License Exchange means (A) any exchange of Licenses between the Company and Nextel Communications, Inc. or any Affiliates of Nextel Communications, Inc. which the Board of Directors of the Company determines in good faith, on the date of such exchange, are, in the aggregate, of at least equivalent value; PROVIDED, HOWEVER, that the aggregate value of all such balances exchanged pursuant to this clause (A) shall not exceed $25.0 million, or (B) any transaction pursuant to which the Company transfers certain of its Licenses to Nextel Communications, Inc. or any Affiliates of Nextel Communications, Inc. in exchange for Licenses from a third party, the purchase price for which was funded by Nextel or any Affiliates of Nextel Communications, Inc.; PROVIDED, HOWEVER that the aggregate value of all such Licenses exchanged pursuant to this clause (B) shall not exceed $25.0 million.
Sample 1Sample 2
License Exchange means (a) any exchange of Licenses between the Borrower and Nextel or any Affiliate of Nextel made in accordance with Article 4 of the Joint Venture Agreement, (b) any exchange of Licenses between the Parent or any of its Subsidiaries and Nextel or any Affiliate of Nextel which the Board of Directors of the Parent or such Subsidiary determines in good faith, on the date of such exchange, are, in the aggregate, of at least equivalent value, or (c) any transaction pursuant to which the Parent or any of its Subsidiaries transfers certain of its Licenses to Nextel or any Affiliate of Nextel in exchange for Licenses from a third party, the purchase price for which was funded by Nextel or any Affiliate of Nextel.
Sample 1Sample 2
License Exchange means (a) any exchange of Licenses between the Borrower and Nextel or any Affiliate of Nextel made in accordance with Article 4 of the Joint Venture Agreement, (b) any exchange of Licenses and related operating assets used exclusively in connection with the Licenses in the territories covered by such Licenses between the Parent or any of its Subsidiaries and Nextel or any Affiliate of Nextel which the board of directors of the Parent or such Subsidiary determines in good faith, on the date of such exchange, are, in the aggregate, of at least equivalent value, (c) any transaction pursuant to which the Parent or any of its Subsidiaries transfers certain of its Licenses and related operating assets used exclusively in connection with the Licenses in the territories covered by such Licenses to Nextel or any Affiliate of Nextel in exchange for Licenses and related operating assets used exclusively in connection with the Licenses in the territories covered by such Licenses from a third party, the purchase price for which was funded by Nextel or any Affiliate of Nextel or (d) any transaction that would meet the description set forth in clause (a), (b) or (c) but for the fact that, to equalize the value of the assets being exchanged or transferred one party pays the other party cash (or, in the case of the Parent only, the Parent may issue its Capital Stock); provided, that in no event shall the aggregate amount of cash paid pursuant to this clause (d) subsequent to the Effective Date, exceed $50,000,000.
Sample 1

Examples of License Exchange in a sentence

  • ANNEX 15 List of Patent License and Patent Ownership Agreements *** Cross License Agreements Name Third Party Name Agreement Effective Date Remarks *** Semiconductor/IC Patent License Exchange Agreement December 20, 2003 According to Lion NEC is willing to broadly apply the divested company provision and is even interested in concluding a new broad cross license agreement with Lion.

  • In addition, all applicable waiting periods under the HSR Act (if applicable to the License Exchange) shall have expired or been terminated.

  • In connection with the Service Bureau License, Exchange shall provide maintenance and support services for the Licensed Software in accordance with Appendix E.

  • On the Second Closing Date, no judgment, injunction, restraining order or decree of any nature of any court of competent jurisdiction or other Governmental Authority shall be in effect that restrains or prohibits any party to this Agreement from consummating the License Exchange.

  • Subject to the terms and conditions hereof, the closing of the License Exchange (the “Second Closing”) shall take place at the offices of Xxxxxx & Bird LLP, 0000 X.

  • Airline shall be responsible for obtaining any required authorization such as an Export License, Import License, Exchange Permit or any other required governmental authorization.

  • Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement other than the License Exchange (the “First Closing”) shall take place at the offices of Xxxxxx & Bird LLP, 0000 X.

  • During the period between the date hereof and the closing of the transactions contemplated by the License Exchange Agreement, the parties may enter into good faith negotiations (which may be terminated by any party at any time) with respect to the issue of interim spectrum leasing arrangements, on such terms and conditions as may be mutually agreeable to such parties, for spectrum owned by Cingular, AWS and Triton in the markets that are the subject of the License Exchange Agreement.

  • For purposes hereof, “Triton License Exchange Representations and Warranties” means the representations and warranties made by the Triton Parties in the following Sections, but solely to the extent such representations and warranties relate to the Virginia Licenses or the consummation of the License Exchange: Sections 9.1, 9.2; 9.3(a), 9.6 and 9.21.

  • The Company shall not issue or deliver any -------------- securities in connection with the License Exchange.


More Definitions of License Exchange

License Exchange has the meaning set forth in Section 2.2.(a) ----------------
Sample 1
License Exchange has the meaning set forth in the Ninth Recital.
Sample 1

Related to License Exchange

  • Research License means a nontransferable, nonexclusive license to make and to use the Licensed Products or the Licensed Processes as defined by the Licensed Patent Rights for purposes of research and not for purposes of commercial manufacture or distribution or in lieu of purchase.

  • License expiration date means June 30 of even-numbered years.

  • Regulatory Exclusivity means any exclusive marketing rights or data exclusivity rights conferred by any Regulatory Authority with respect to a pharmaceutical product other than Patents, including orphan drug exclusivity, new chemical entity exclusivity, data exclusivity, or pediatric exclusivity.

  • Biologics License Application or “BLA” means, with respect to a country or extra-national territory, a request for permission to introduce, distribute, sell or market a biologic product in such country or some or all of such extra-national territory, including pursuant to 21 CFR 601.2 in the U.S.

  • License Key means a unique key-code that enables Licensee to run Software subject to the obtained User Pack.

  • License Effective Date means, with respect to each Component System of the Licensed System that Company is given the right to access and use, the date as of which the Company is first given such right to access and use.

  • Development Application means the development application identified in Item 5 of Schedule 1 and includes all plans, reports models, photomontages, material boards (as amended supplemented) submitted to the consent authority before the determination of that Development Application.

  • Key Regulatory Approvals means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities as set out in Schedule C hereto;

  • Regulatory Exclusivity Period means, with respect to each Licensed Product in any country in the Territory, a period of exclusivity (other than Patent exclusivity) granted or afforded by Applicable Law or by a Regulatory Authority in such country which confers an exclusive Commercialization period during which AbbVie or its Affiliates or Sublicensees have the exclusive right to market and sell a Licensed Compound or Licensed Product in such country through a regulatory exclusivity right.

  • Development Approvals means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to:

  • Major Market means any one of the following countries: United States, Japan, the United Kingdom, France, Germany, Italy or Spain.

  • IP License Agreement means the Intellectual Property License agreement set forth as Exhibit E hereto.

  • Regulatory Approval means, with respect to the Licensed Product in any country or jurisdiction, all approvals (including, where required, pricing and reimbursement approvals), registrations, licenses or authorizations from the relevant regulatory authority in a country or jurisdiction that is specific to the Licensed Product and necessary to market and sell such Licensed Product in such country or jurisdiction.

  • CREFC® Intellectual Property Royalty License Fee Rate With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.

  • Regulatory Approvals means any registrations, licenses, authorizations, permits or approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing.

  • Diagnostic Product means any test or assay for diagnosing or detecting a disease, disorder, medical condition, or symptom.

  • License Type means the identification of whether the license for a Software Product is for a Perpetual Term or Subscription Term as specified in the Quote.

  • License Term means the duration of a License as specified in the Order.

  • IP License means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

  • Sub-License means the sub-licensing of any space in the Station Development Assets and Project Utilities in the Station Development Project, by the Station Facility Manager to any licensee, in accordance with the Station Facility Management Agreement;

  • Major Markets means [***].

  • Regulatory Approval Application means any application submitted to an appropriate Regulatory Authority seeking any Regulatory Approval.