Detailed Terms. Rules of interpretation
Detailed Terms. Definitions In this Agreement the following capitalized terms have the following meanings: “Corporate Resolutions” resolutions adopted by the Shareholders in accordance with Articles of Association and applicable laws and, if the Company has a Supervisory Board, resolutions adopted by the Supervisory Board in accordance with Articles of Association and applicable laws “Group Company” the Company and any of its subsidiaries or parent undertakings from time to time. “Internal Regulations” rules, procedures, regulations, by-laws and other internal documents of the Company which apply to the Management Board “Management Board” management board of the Company “Shareholders” shareholders of the Company “Shareholders Agreement” any shareholders agreement relating to the Company entered into between shareholders whose shares represent at least 75% of all shares of the Company “Supervisory Board” supervisory board of the Company Your general obligations In performing Your obligations, You must: perform all acts necessary for the management of the Company, adopt necessary management decisions and organise the daily business of the Company; represent the Company according to the Articles of Association, Corporate Resolutions and Internal Regulations; duly cooperate with other members of the Management Board and the Supervising Body; take all actions on Your part to ensure that (a) all management decisions that are necessary or desirable for the daily business of the Company are adopted and executed in a timely manner and operatively and that (b) You and other members of the Management Board are fully informed of the daily business activities of the Company, the financial situation of the Company and other material events and circumstances that are important to the Company and its business. Duty of care You must perform Your obligations with due diligence and skill and care which a reasonable and experienced person in Your Position would exercise under the circumstances. In particular You must: always act according to Your best professional knowledge, abilities and experience for the benefit and in the best interest of the Company and avoid conflicts of interest (loyalty obligation); apply good and generally recognised management skills and diligence of a reputable entrepreneur for the maximum benefit of the Company; be at all times duly informed of the daily business activities of the Company, the financial situation of the Company and other material events and circu...
Detailed Terms. Definitions In this Agreement the following capitalized terms have the following meanings: “Group Company” the Company and any of its subsidiaries or parent undertakings from time to time.
Detailed Terms. 2.1. Irrevocable, exclusive and unconditional nature
Detailed Terms. Irrevocable, exclusive and unconditional nature All transfers, licenses and waivers given or made under this Agreement are exclusive irrevocable and unconditional by nature. Scope of transfer The assignment of IPR to Work Results by the Assignor to the Company under the Outlined Terms includes the transfer to the Company of all author’s economic rights (as defined in the copyright laws) with respect to any Work Results. By such transfer the Assignor grants the Company also the right to apply for the registration, in any part of the world, of a patent or an utility model or an industrial design or any other type of registrable right with respect to any Work Results. and to become the unrestricted owner of such rights. Scope of license Without prejudice to the generality of the Outlined Terms, by the license granted by the Assignor to the Company under the Outlined Terms the Assignor grants to the Company also an exclusive, transferable, sub-licensable, fully paid-up, worldwide and unlimited right (license) to use and exploit the author’s moral rights (as defined in the copyright laws) with respect to Work Results in the following manner (and the Assignor shall use the respective rights in the following manner) for the whole period of validity of the respective rights: right of authorship: the Assignor shall not appear in the public as the creator of the Work Results and claim the recognition of the fact of creation of the Work Results without the prior written approval of the Company; right of author’s name: the Assignor grants to the Company the right to decide whether and in which manner to designate the author’s name in the use of the Work Results, including the right to use the Work Results without showing the author’s name; right of integrity: the Assignor grants to the Company the right to make itself and allow any other person to make any changes, modifications, developments and translations to the Work Results without any further consent of the Assignor required; the Assignor shall not make changes to the Work Results, except as may be required to perform his obligations to the Company; right of additions: the Assignor grants to the Company to make itself and allow any other person to add other authors’ works to the Work Results without any further consent of the Assignor required; right of disclosure: the Assignor grants to the Company the right to decide whether and when the Work Results will be made public; right of supplementation: the Assignor ...
Detailed Terms. Rules of interpretation References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) are not given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things. References to “writing” or “written” include electronic form (as defined in Estonian law); and references to “form reproducible in writing” include facsimile and electronic mail (including pdf). References to “persons” include private individuals, legal entities, unincorporated associations and partnerships and any other organisations, whether or not having separate legal personality. Except where the context specifically requires otherwise, words referring to one gender are treated as referring to any gender, words importing individuals are treated as importing corporations and vice versa, words referring to the singular are treated as referring to the plural and vice versa, and words importing the whole are treated as including a reference to any part thereof. The section and paragraph headings used in this Agreement are inserted for ease of reference only and do not affect interpretation. In this Agreement, any reference to a Section or a Schedule means a reference to the relevant Section or Schedule of this Agreement. Governing law This Agreement is governed by and construed in accordance with the laws of the Republic of Estonia. Representative: [insert], Title: [insert] 2 NOTE TO DRAFT: If applicable, the bonus scheme should be established only for a certain period of time and with the possibility not to pay bonuses.
Detailed Terms. Rules of interpretation References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) are not given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things. References to “writing” or “written” include electronic form (as defined in Estonian law); and references to “form reproducible in writing” include facsimile and electronic mail (including pdf). References to “persons” include private individuals, legal entities, unincorporated associations and partnerships and any other organisations, whether or not having separate legal personality. Except where the context specifically requires otherwise, words referring to one gender are treated as referring to any gender, words importing individuals are treated as importing corporations and vice versa, words referring to the singular are treated as referring to the plural and vice versa, and words importing the whole are treated as including a reference to any part thereof. The section and paragraph headings used in this Agreement are inserted for ease of reference only and do not affect interpretation. In this Agreement, any reference to a Section or a Schedule means a reference to the relevant Section or Schedule of this Agreement. Protection of personal data For the purposes of ensuring the performance of this Agreement, the Company processes certain personal data about You. You hereby confirm that you have read and understood the Company’s privacy policy regarding processing of employees’ personal data6. The Company may change its data protection policy at any time and will notify You in writing of any changes. In the course of performing Your duties, You must comply with the Company’s data processing rules when handling personal data relating to any other employee, client, supplier or partner of the Company. Governing law and settlement of disputes This Agreement is governed by and construed in accordance with the laws of the Republic of Estonia. Xxxxx County Court (Xxxxx Maakohus) in Estonia has jurisdiction over any disputes related to the Agreement. Representative: [insert], Title: [insert] 2 NOTE TO DRAFT: The amount of contractual penalty may be either a fixed sum or a multiple of the board member’s monthly remuneration. Note that when setting the amount of the contractual penalty, the possible damage ...
Detailed Terms. Rules of interpretation References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things. References to “writing” or “written” include electronic form (as defined in Estonian law); and references to “form reproducible in writing” include facsimile and electronic mail (including pdf). Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof. The section and paragraph headings used in this CI are inserted for ease of reference only and shall not affect construction. In the CI, any reference to a Section or a Schedule means a reference to the relevant Section or Schedule of this CI. Governing law and jurisdiction This CI shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any disputes resulting from this CI will be finally solved in the Arbitration Court of the Estonian Chamber of Commerce and Industry in Tallinn on the basis of the regulation of the aforementioned Arbitration Court. The arbitral tribunal proceedings will be conducted in English. The arbitration will be held by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached, then by one arbitrator who is chosen by the Council of the Arbitration Court of the Estonian Chamber of Commerce and Industry. Investors Purchase Price Signature [Investor’s name], registry code: [insert], address [insert], e-mail address [insert], representative [insert], title [insert] € [insert] /digital/ [Investor’s name], registry code: [insert] address [insert], e-mail address [insert] representative [insert], title [insert] € [insert] /digital/ Founders / Captable Nominal value of Shares Fully diluted % [Founder’s name], personal identity code: [insert], address [insert], e-mail address [insert] /digital/ [Founder’s name], personal identity code: [insert], address [insert], e-mail address [insert] /digital/ [name], personal identity code: [insert] [Option Poo...
Detailed Terms. Rules of interpretation References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things. References to “writing” or “written” include electronic form (as defined in Estonian law); and references to “form reproducible in writing” include facsimile and electronic mail (including pdf). References to documents “in the agreed form” are to documents in terms and in the form approved by Investors and the Company in writing in advance. Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof. The section and paragraph headings used in this Agreement are inserted for ease of reference only and shall not affect construction. In the Agreement, any reference to a section, paragraph or a Schedule means a reference to section, paragraph or Schedule of this Agreement. Governing law and jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any disputes resulting from this Agreement will be solved by the County court of the location of the Company as a court of first instance. Founder: [name] Signature: Reg. code: [registry code] Address: [address] Name: [insert] E-mail: [e-mail] Title: [insert] Founder: [name] Signature: Reg. code: [registry code] Address: [address] Name: [insert] E-mail: [e-mail] Title: [insert] Founder: [name] Signature: Reg. code: [registry code] Address: [address] Name: [insert] E-mail: [e-mail] Title: [insert] Other: [name] Signature: Reg. code: [registry code] Address: [address] Name: [insert] E-mail: [e-mail] Title: [insert] Other: [name] Signature: Reg. code: [registry code] Address: [address] Name: [insert] E-mail: [e-mail] Title: [insert] Other: OPTION POOL TOTAL: 100% Investor: [name] €0 €0 Signature: Reg. code: [registry code] Address: [address] Name: [insert] E-mail: [e-mail] Title: [insert] Investor: [name] €0 €0 Signature: Reg. code: [registry code] Address: [address] Name: [inser...
Detailed Terms. The Conversion Option shall only be exercisable by the Lender conditional on the ordinary shares of the Borrower having been delisted from the Taipei Exchange.
