Assignment of Transferred Interests. Blocker Parent hereby sells, assigns, transfers, conveys and delivers the Blocker Interests to Purchaser, and Purchaser hereby acquires, accepts and assumes from Blocker Parent all of Blocker Parent’s right, title and interest in and to the Blocker Interests, free and clear of all Encumbrances (other than restrictions on transfer created by the LLC Agreement or applicable securities Laws), with all rights and obligations pertaining thereto, as set forth in and upon the terms and subject to the conditions contained in the Exercise Agreement.
As soon as administratively practicable, the Company shall establish for a Director transferring to the Board from Alabama Power Company, Georgia Power Company, Mississippi Power Company, or Southern Company Gas such Deferred Compensation Accounts as are necessary to implement [Section 6.4(b)].
except for Excluded Contracts, all Contracts (other than the Lease) primarily related to, or otherwise necessary for the operation of, the Business or the use of the Purchased Assets, and all rights related thereto (the “Seller Contracts”);
Transferred Employees. The Purchaser shall (or shall cause one of its Purchaser Affiliates listed on Part (a)(i) of the Disclosure Schedule or a third party professional employer organization listed on Part (a)(ii) of the Disclosure Schedule to) offer employment to, or contract with the applicable existing third party professional employer organization to continue the employment relationship of, each of the employees of the Seller listed on Part (a)(iii) of the Disclosure Schedule (the “Designated Employees”) on terms and conditions and that otherwise comply with this [Section 9.8]; provided that Seller shall be permitted to postpone the transfer date of the respective employment relationship with the Designated Employees who are employees of until at the latest, or cancel such transfer in connection with , and the offers shall contemplate such possibility. Each offer of employment made pursuant to this [Section 9.8(a)] must comply with the timing requirements set forth on the list labeled “Offer Calendar” provided from the Seller to the Purchaser on the date of this Agreement (the “Offer Calendar”), including the requirement for a to be extended by the specified deadline (if applicable), the deadline for , the , the and the . Purchaser shall notify Seller within of making any offer to any Designated Employee, or any Designated Employee accepting or rejecting any offer. The Designated Employees who accept employment with the Purchaser or one of its Affiliates shall, effective upon commencement of employment with the Purchaser or one of its Affiliates, be referred to herein as “Transferred Employees”. The Designated Employees who do not accept employment with the Purchaser or the Purchaser Affiliates as of the Closing Date shall be referred to as the “Non-Transferring Employees”. The other employees of the Seller and its Affiliates who are not Designated Employees shall be referred to collectively herein as “Non-Designated Employees”. With respect to any Designated Employee who will provide services to the Purchaser pursuant to the Transition Services Agreement following the Closing, such Designated Employee shall be deemed to be a Transferred Employee for the purposes of this Agreement solely upon the date such individual commences employment with the Purchaser or one of its Affiliates and for such employees the terms Closing and Closing Date in this [Section 9.8] shall mean the date on which such individual’s employment with the Purchaser or one of its Affiliates commenced. Prior to such date, such individual shall be deemed to be a Non-Transferring Employee for the purposes of this Agreement.
Transferred Assets. The definition of Transferred Assets in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Transferred Clinical Trials. Without limiting its obligations under Section 3.2.1, Licensee shall be solely responsible, at its own cost and expense, for conducting and completing all Transferred Clinical Trials and any other trial to satisfy post-marketing commitments necessary or desirable to obtain or maintain Regulatory Approval of and enable and support the Manufacture and Commercialization of Licensed Products in the Territory. Axsome and Licensee shall undertake all actions reasonably necessary to transfer Axsome’s responsibilities and obligations under the Transferred Clinical Trials to Licensee and to assign to Licensee those clinical trial agreements listed in [Schedule 3.3.1], which are in existence as of the Effective Date and under which such Transferred Clinical Trials are being conducted.
Transferred DB Assets. The Employer may transfer an amount to this Plan from the Employer's terminated defined benefit plan in accordance with Code §4980(d)(2)(B). The amounts transferred into this Plan shall be held in a "transferred assets suspension account." Amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated in the same manner and to the same Participants that Employer Nonelective Contributions are allocated, as described in Section 4.3. If the Plan does not provide for Nonelective Contributions, then the amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated to each Participant eligible to share in al locations in the same ratio as such Participant's Compensation bears to the total Compensation of all Participants eligible to share in allocations.
for any Equity Interests of any EnTrust Contributed Entity (collectively, the “EnTrust Contributed Equity Interests”) that are to be directly transferred pursuant the Restructuring and that are not represented by certificates, an assignment agreement in a form reasonably acceptable to the Permal Contributor, evidencing such transfer of such EnTrust Contributed Equity Interests;
Security Interests. The Servicer shall, at the direction of the Borrower, the Administrative Agent or a Lender, take any action reasonably necessary to preserve and protect the security interests of the Borrower and the Secured Parties in the Receivables and the other Collateral, including any action specified in any Opinion of Counsel delivered to the Servicer.
Additional Interests. The Company shall not have the right to issue or sell to any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or any other business entity, or a governmental entity or any department, agency, or political subdivision thereof (each, a Person) (including the Member) any of the following (Additional Interests) without the express written consent of the Member: # additional Units or other interests in the Company (including new classes or series thereof having different rights); # obligations, evidences of indebtedness or other securities or interests convertible into or exchangeable for Units or other interests in the Company; and # rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Units or securities exercisable for or convertible or exchangeable into Units, whether at the time of issuance or upon the passage of time or the occurrence of some future event. The Member shall determine the terms and conditions governing the issuance of such Additional Interests, including the number and designation of such Additional Interests, the preference (with respect to distributions) over any other membership interests and any required contributions in connection therewith. Upon the issuance or sale of Additional Interests, the Member or an authorized Officer shall amend [Schedule 1] without further vote, act or consent of any other Person to reflect the issuance or sale of such Additional Interests.
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