Permitted Intercompany Transfer means any consolidation, merger, winding up, sale, assignment, transfer, lease, conveyance or other disposal of all or substantially all of the assets of any Other Parent Guarantor, Holdings III or Holdings IV with, into or to any other Person that expressly assumes all the obligations of such Other Parent Guarantor, Holdings III or Holdings IV, as applicable, under this Agreement (such Person, a “Successor Person”); provided (i) with respect to any Other Parent Guarantor, the Successor Person is any Other Parent Guarantor, Holdings III, Holdings IV or Holdings V, (ii) with respect to Holdings III, the Successor Person is Holdings IV or Holdings V and (iii) with respect to Holdings IV, the Successor Person is Holdings III, Holdings IV or Holdings V.
Permitted Intercompany Transfer means any consolidation, merger, winding up, sale, assignment, transfer, lease, conveyance or other disposal of all or substantially all of the assets of any Other Parent Guarantor, Parent or Foreign Holdings with, into or to any other Person that expressly assumes all the obligations of such Other Parent Guarantor, Parent or Foreign Holdings, as applicable, under this Agreement (such Person, a “Successor Person”); provided (i) with respect to any Other Parent Guarantor, the Successor Person is any Other Parent Guarantor, Parent, Foreign Holdings or Holdings, (ii) with respect to Parent, the Successor Person is Foreign Holdings or Holdings and (iii) with respect to Foreign Holdings, the Successor Person is Parent, Foreign Holdings or Holdings.
Permitted Intercompany Transfer means a Transfer of some or all of the Publicis Shares or Warrants then owned by Dentsu to a direct or indirect wholly-owned Subsidiary of Dentsu (a “Permitted Dentsu Transferee”), provided that (x) such transferee shall have first agreed in a writing in form reasonably satisfactory to Madame Badinter to be bound by the provisions of this Agreement to the same effect as if it were named herein instead of Dentsu, (y) such Transfer shall be in compliance with Applicable Laws, and (z) Dentsu shall be responsible for any taxes and other charges imposed in connection with such Transfer (including any increased withholding taxes that may result therefrom). Upon any such Transfer, any reference to “Dentsu” in this Agreement shall be deemed to include a reference to Dentsu and/or such Permitted Dentsu Transferee, as may be appropriate. For so long as such Permitted Dentsu Transferee continues to own Publicis Shares or Warrants Transferred to it pursuant to this Section 4.1, Dentsu, shall (i) not permit such Permitted Dentsu Transferee to cease to be a direct or indirect wholly-owned Subsidiary of Dentsu unless Dentsu first causes such Permitted Dentsu Transferee to Transfer such Publicis Shares or Warrants to another Permitted Dentsu Transferee in a Permitted Intercompany Transfer, and (ii) provide to Directorate, by October 15th of each year and otherwise within 10 Business Days of the written request of the Chairperson of the Directorate, reasonable evidence that such Permitted Dentsu Transferee is a direct or indirect wholly-owned Subsidiary of Dentsu.
Examples of Permitted Intercompany Transfer in a sentence
Dentsu may at any time Transfer all or a part of its Publicis Shares or Warrants in a Permitted Intercompany Transfer.
In the event that any of the Collateral is, directly or indirectly, Transferred to a Subsidiary of Borrower that is not a Borrower Party (except for any Permitted Intercompany Transfer and as otherwise permitted under Sections 10.07(c) and 10.09(c)), Borrower shall cause such Subsidiary to execute a joinder to the Security Agreement confirming that the Collateral continues to be subject to the Lien granted to Lender thereunder and such other documentation that Lender shall reasonably request.
Dentsu may assign this Agreement only (i) to a "Permitted Dentsu Transferee" in connection with a "Permitted Intercompany Transfer" (as those terms are defined in the Investment Agreement) of Registrable Securities pursuant to Section 8.2(b) of the Investment Agreement or (ii) to a "Permitted Purchaser" in connection with a "Permitted Third Party Sale" (as those terms are defined in the Investment Agreement) pursuant to Section 8.2(c) of the investment Agreement.
In addition, Budget 2019 proposed to provide $283 million over two years for the interim health care program.
More Definitions of Permitted Intercompany Transfer
Permitted Intercompany Transfer means a sale of any Included Product by the Borrower to Mevion KK in connection with the sale of such Included Product to a distributor or end-user; provided that within a commercially reasonable period (which is anticipated to be in-transit time and the time required for testing pursuant to applicable Japanese law), in accordance with the relevant Contract, Mevion XX xxxxx such Included Product to the relevant distributor or end-user; and provided, further, that the sale results in an obligation by Mevion KK to pay Borrower the value of such Included Product.
Permitted Intercompany Transfer means any transfer, by means of issuance and incurrence of Indebtedness, investment, purchase and sale or otherwise, of any asset from IMS or any Subsidiary to any wholly owned Guarantor or to IMS PRC if, after giving effect to such transfer:
Permitted Intercompany Transfer means any consolidation, merger, winding up, sale, assignment, transfer, lease, conveyance or other disposal of all or substantially all of the assets of any Other Parent Guarantor, Parent or Foreign Holdings with, into or to any other Person that expressly assumes all the obligations of such Other Parent Guarantor, Parent or Foreign Holdings, as applicable, under this Agreement (such Person, a “Successor Person”); provided
Permitted Intercompany Transfer in the PSA shall be amended by adding immediately prior to the final period thereof, the following: “and (3) for each month during the Lockbox Period, the Commercial Operations Overhead Allocation.”
Permitted Intercompany Transfer means any transfer or series of related transfers of Investments or other assets among the Borrower and its Subsidiaries that, upon completion of such transfer or series of related transfers, meets all of the following requirements:
Permitted Intercompany Transfer means a transfer of some or all of the shares of BDM Common Stock then held by Dentsu to a direct or indirect wholly-owned Subsidiary of Dentsu (a "Permitted Dentsu Transferee"), provided that (x) such transferee shall have first agreed in writing in a form reasonably satisfactory to BDM to be bound by the provisions of this Agreement as if it were Dentsu hereunder, (y) such transfer shall be in compliance with the provisions of Subsection (e) below, and (z) Dentsu shall be responsible for all Taxes and other charges imposed in connection with such transfer (including any increased withholding taxes that may result therefrom). Upon any such transfer, any reference to "Dentsu" in this Agreement shall be deemed to be a reference to Dentsu and/or such Permitted Dentsu Transferee, as applicable. For so long as such Permitted Dentsu Transferee continues to hold shares of BDM Common Stock transferred to it pursuant to this Section 8.2(b), Dentsu shall not permit such Permitted Dentsu Transferee to cease to be a direct or indirect wholly-owned Subsidiary of Dentsu unless Dentsu first causes such Permitted Dentsu Transferee to transfer such shares to another Permitted Dentsu Transferee in a Permitted Intercompany Transfer.
Permitted Intercompany Transfer has the meaning set forth in Section 8.2.