Continuing Ownership. The SIPs and SDS and the Dental Subsidiaries shall continue at all times as respective owners of, and beneficiaries under, the Policies to the same extent each party enjoyed prior to the Effective Date, and this Agreement shall not be construed as an attempted assignment of the Policies or as a contract of insurance.
Continuing Ownership. Each Party acknowledges that any Intellectual Property of the other Party or its Affiliates is and shall continue to be owned by such other Party and its Affiliates, respectively, subject only to any licenses that may from time to time be granted by one Party to another.
Continuing Ownership. Each Party acknowledges that any Intellectual Property (as defined below) of the other Party is and shall continue to be owned by such other Party subject only to any licenses that may from time-to-time be granted by one (1) Party to another. “Intellectual Property” shall mean (a) inventions (regardless of whether filed as patent applications), patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with any goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how and (e) registrations and applications for registrations of the foregoing. XXX acknowledges and agrees that Lenders Protection’s Intellectual Property expressly includes, without limitation, the Software Platform, Program, the Improvements and all information and data (other than Performance Data) involved in or regarding the Software Platform, Program and/or Improvements. Both XXX and Lenders Protection hereby agree that Performance Data is the joint property of the Parties and which is governed by Section 9.3.”
Continuing Ownership. (a) TSA will continue to be the indirect beneficial holder of all of the issued and outstanding shares of TSA Holdco. A Delaware special purpose corporation (directly or indirectly wholly-owned by TSA) will be the direct holder of the issued and outstanding shares of TSA Holdco.
(b) TSA Holdco will continue to be the direct beneficial holder of all of the issued and outstanding voting shares of TSA Exchangeco. Non-voting preferred shares of TSA Exchangeco will be transferred to one or more third parties in connection with the Closing. The TSA Companies hereby undertake that the provisions attaching to such non-voting preferred shares will be appended as Appendix C to the Plan of Arrangement as soon as reasonably practicable but in no event later than fifteen (15) Business Days after execution of this Agreement. Such preferred shares will be entitled to cumulative dividends but the preferred share provisions will provide that no dividends will be paid on the preferred shares if TSA Exchangeco is in default of its dividend obligations on the Exchangeable Shares. The preferred shares may also be redeemable and retractable. MDL hereby consents to the necessary amendments to the Plan of Arrangement and other applicable Ancillary Agreements to reflect the existence and terms of such preferred shares.
Continuing Ownership. Provider acknowledges and agrees that except for any rights and licenses expressly granted to Provider in this Agreement, Company shall retain all right, title, and interest in and to the Intellectual Property, and any derivatives of the same, and, nothing contained in this Agreement shall be construed as conferring upon Provider by implication, operation of law, estoppel, or otherwise, any other license or right. Customer SHALL NOT at any time: (1) use, reproduce, distribute, or permit others to use, reproduce, or distribute any Customer Intellectual Property for any purpose other than as specified in this Agreement; (2) make Customer Intellectual Property available to unauthorized third parties; (3) rent, electronically distribute, timeshare, or market Customer Intellectual Property by interactive cable, remote processing services, service bureau or otherwise; or, (4) directly or indirectly modify, reverse engineer, decompile, disassemble, or derive source code from any Customer Intellectual Property.
Continuing Ownership. The Insight Insurance Parties and Direct Alliance and the Direct Alliance Affiliates shall continue at all times as respective owners of, and beneficiaries under, the Policies to the same extent each party enjoyed prior to the Distribution Date, and this Agreement shall not be construed as an attempted assignment of the Policies or as a contract of insurance.
Continuing Ownership. If the Public Offering is consummated but the over-allotment option is not exercised in full by the several underwriters (all such unpurchased shares of the Common Stock being hereinafter referred to as the "Remaining Shares"):
(a) The Company hereby agrees to (i) promptly, but in no event more than 30 days after the expiration of the underwriters' over-allotment option, file with the Securities and Exchange Commission (the "Commission"), at its own expense, a post- effective amendment to the Registration Statement (as so amended, the "Amended Registration Statement") to make such amendments to the Registration Statement, including the Plan of Distribution included therein, as may be necessary to permit the sale from time to time on a delayed or continuing basis made under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act") of the Remaining Shares, (ii) use its best efforts to cause such post-effective amendment to become effective promptly, and (iii) with respect to the Amended Registration Statement and the Remaining Shares, comply with the provisions of the Registration Rights Agreement relating to a Shelf Registration (as defined in the Registration Rights Agreement).
(b) The Stockholder hereby agrees that it will not, without the prior consent of the Company, sell or otherwise transfer any of the Remaining Shares, whether pursuant to the Amended Registration Statement or otherwise, in a manner that could reasonably be expected to cause a significant disruption in the orderly trading of the Common Stock on the New York Stock Exchange; provided, however, that, without limiting the foregoing, the Company hereby acknowledges and agrees that the following types of transfers shall not conflict with, result in a default under or require any notice to or consent of the Company under this Section 4.2(b), paragraph 5 of the Stockholder Agreement or Section 4.7 of the Registration Rights Agreement: (i) transfers permitted by Rule 144 promulgated under the Securities Act or any successor rule; and (ii) transfers to institutional investors.
(c) The Stockholder and the Company hereby agree that (i) the filing of the Registration Statement in connection with the Public Offering shall be deemed to be pursuant to one (1) demand under Section 2 of the Registration Rights Agreement and that (ii) the filing of the post-effective amendment pursuant to Section 4.2(a) after closing of the Public Offering and the Repurchase shall be deemed to be the sec...
Continuing Ownership. Each Party acknowledges that any Intellectual Property (as defined below) of the other Party is and shall continue to be owned by such other Party subject only to any licenses that may from time-to-time be granted by one (1) Party to another. “Intellectual Property” shall mean (a) inventions (regardless of whether filed as patent applications), patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with any goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how and (e) registrations and applications for registrations of the foregoing. XXX acknowledges and agrees that Lenders Protection’s Intellectual Property expressly includes, without limitation except has hereinafter described, the Software Platform, Program, the Improvements and all information and data involved in or regarding the Software Platform, Program and/or Improvements but specifically does not include the Performance Data, which both XXX and Lenders Protection hereby agree is the joint property of the Parties as described in Section 9.3. Table of Contents
Continuing Ownership. Each Party acknowledges that any Intellectual Property (as defined below) of the other Party is and shall continue to be owned by such other Party subject only to any licenses that may from time-to-time be granted by one Party to another. "Intellectual Property" shall mean: (a) inventions (regardless of whether filed as patent applications), patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with any goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registrations of the foregoing. American National acknowledges and agrees that Lenders Protection's Intellectual Property expressly includes, without limitation, the Software Platform, the Program, the Improvements (defined below), and all information and data (including Performance Data) involved in or regarding the Software Platform, the Program and/or the Improvements. Both American National and Lenders Protection hereby agree that Performance Data is owned by Lenders Protection and that American National has a limited license to use the Performance Data as provided in Section 9.3.
Continuing Ownership. Each Party acknowledges that any Intellectual Property (as defined below) of the other Party is and shall continue to be owned by such other Party subject only to any licenses that may from time-to-time be granted by one (1) Party to another. “Intellectual Property” shall mean (a) inventions (regardless of whether filed as patent applications), patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with any goodwill associated exclusively therewith. (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how and (e) registrations and applications for registrations of the foregoing. Arch acknowledges and agrees that Lenders Protection's Intellectual Property expressly includes, without limitation, the Software Platform, Program, the Improvements and all information and data (including Performance Data) involved in or regarding the Software Platform, Program and/or Improvements. Both Arch and Lenders Protection hereby agree that Performance Data is owned by Lenders Protection and that Arch has a limited license to use the Performance Data as provided in Section 9.3.
