Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third party, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Versus Systems Inc.), Agreement and Plan of Merger and Reorganization (Sentinel Labs, Inc.), Agreement and Plan of Merger (Versus Systems Inc.)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PubMatic, Inc.), Agreement and Plan of Reorganization (Marin Software Inc), Agreement and Plan of Merger and Reorganization (Facebook Inc)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company or any Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pandora Media, Inc.), Agreement and Plan of Merger (Facebook Inc)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company or any Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the CompanyCompany or any Subsidiary, in each caseas applicable, have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer Parent or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Docusign Inc)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company or any Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer Buyer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with (A) an executed confirmatory assignment of Intellectual Property to the Company, or (B) such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent patent, trademark, copyright and copyright filings industrial design or other type of applications, registrations or other filings, in each case, related thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Imperva Inc)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States French and foreign patent and copyright filings related thereto.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Marin Software Inc)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto. The Company has obtained the waiver of all non-assignable rights from each of the Company’s founders, including moral rights.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Yelp Inc)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders Company Founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer the Buyer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Vocera Communications, Inc.)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason reasonable basis to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States U.S. and foreign patent and copyright filings related thereto.
Appears in 1 contract
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the business of Company or any Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer Modern Media or the Company with such cooperation as may reasonably be required to complete complete, prosecute and prosecute maintain all appropriate United States and foreign patent and copyright filings related theretoCompany Registered Intellectual Property.
Appears in 1 contract
Samples: Business Transaction Agreement (Modern Media Acquisition Corp.)
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company or any Company Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, Company have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 1 contract
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company or any Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the CompanyCompany or any Subsidiary, in each caseas applicable, have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third partyCompany, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer Purchaser or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Appears in 1 contract
