Common use of Founders Clause in Contracts

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 have been duly and validly assigned to the Company, 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 4 contracts

Samples: Merger Agreement (PubMatic, Inc.), Agreement and Plan of Merger and Reorganization, Agreement and Plan of Reorganization (Marin Software Inc)

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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 Company, in each case, have been duly and validly assigned to the CompanyCompany 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.), Merger Agreement (Sentinel Labs, Inc.), Merger Agreement (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 have been duly and validly assigned to the Company, 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 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 have been duly and validly assigned to the Company, 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 or any Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company have been duly and validly assigned to the Company, 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: Merger Agreement (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 Company have been duly and validly assigned to the Company, 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 or any Subsidiary (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company or any Subsidiary, as applicable, have been duly and validly assigned to the Company, 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: Merger Agreement, Merger Agreement (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 (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company have been duly and validly assigned to the Company, 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

Samples: Merger Agreement (Logiq, Inc.)

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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 have been duly and validly assigned to the Company, 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 have been duly and validly assigned to the Company, 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

Samples: Merger Agreement (Farfetch LTD)

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 or any Subsidiary, as applicable, have been duly and validly assigned to the Company, 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

Samples: Share Purchase Agreement (Docusign, 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 have been duly and validly assigned to the Company, 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.)

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