INT'X xxx Intellectual Property consists solely of items and rights that are either: (i) owned solely by INT'X.xxx; (ii) in the public domain; or (iii) rightfully used and authorized for use by INT'X.xxx pursuant to a valid license. All INT'X.xxx Intellectual Property that consists of license or other rights to third party property is separately set forth in Section 3.5 of the INT'X.xxx Disclosure Schedule. INT'X.xxx has all rights in INT'X.xxx Intellectual Property necessary to carry out INT'X.xxx's, and each of its Subsidiaries', current activities, their activities conducted by them since January 1, 1999 and their future activities planned for 2000, including without limitation rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell INT'X.xxx Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses.
INT'X xxx and its Subsidiaries has secured from all parties who have created any portion of, or otherwise have any rights in or to, INT'X.xxx Intellectual Property, valid and enforceable written assignments of any such work or other rights to INT'X.xxx.
INT'X xxx will promptly apply for or otherwise seek and use reasonable best efforts to obtain, all Consents, and make all filings with Governmental Entities, required with respect to the consummation of the Merger.
INT'X xxx will use its reasonable best efforts to maintain in force at the Effective Time policies of insurance of the same character and coverage as those described in the INT'X.xxx Disclosure Schedule, and INT'X.xxx will promptly notify Parent in writing of any changes in such insurance coverage occurring prior to the Effective Time.
INT'X xxx shall ensure that the Proxy Statement does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement made, under the circumstances under which it is made, not misleading (provided that INT'X.xxx shall not be responsible for the accuracy or completeness of any information relating to Parent or any of its Subsidiaries or furnished by Parent specifically for inclusion in the Proxy Statement).
INT'X xxx and Parent have entered into a Mutual Nondisclosure Agreement dated October 7, 1999 concerning each party's obligations to protect the confidential information of the other party. INT'X.xxx and Parent each hereby affirm each of their obligations under such agreement. If this Agreement is terminated in accordance with Article X hereof, Parent will, and will cause its accountants, counsel and other representatives to deliver to INT'X.xxx all documents and other material, and all copies thereof, obtained by Parent or on its behalf from INT'X.xxx in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such. If this Agreement is terminated in accordance with Article X hereof, INT'X.xxx will, and will cause its accountants, counsel and other representatives to, deliver to Parent all documents and other material, and all copies thereof, obtained by INT'X.xxx or by an officer, director or representative of INT'X.xxx from Parent in connection with this Agreement, whether so obtained before or after the execution hereof, and will not disclose any such information or documents to any third parties or make any use of such.
INT'X xxx and each Subsidiary has obtained consents for all alterations made as of the Prior Agreement Date to each leased premise described in Section 3.10 of the INT'L Disclosure Schedule and, upon the expiration or earlier termination of the lease or sublease with respect thereto, shall not be obligated to remove any such alterations or restore the premises to the condition they were in prior to the time such alterations were undertaken, except for removal or restoration obligations which individually or in the aggregate do not exceed $25,000. To the knowledge of INT'X.xxx and its Subsidiaries, the improvements located on the real property described in Section 3.10 of the INT'X.xxx Disclosure Schedule are not the subject of and neither INT'X.xxx nor any Subsidiary has received written notice of any official complaint or of a violation of any applicable zoning ordinance or building code. There is no condemnation proceeding pending or, to the knowledge of INT'X.xxx and its Subsidiaries, threatened against INT'X.xxx or any Subsidiary and to the knowledge of INT'X.xxx and its Subsidiaries there are no use or occupancy restrictions on the real property described in Section 3.10 of the INT'X.xxx Disclosure Schedule.
INT'X. XXX VOTING AGREEMENT. Simultaneous with the execution of the Prior Agreement, INT'X.xxx caused the voting agreement in the form attached as EXHIBIT 7.9 (the "INT'X.XXX VOTING AGREEMENT") to be executed by all directors, officers, affiliates and holders of 5% of the capital stock of INT'X.xxx and their affiliates holding in the aggregate at least 60% of the Outstanding INT'X.xxx Shares and at least 80% of each of the Outstanding INT'X.xxx Series C Shares and the Outstanding INT'X.xxx Series D Shares, and to be delivered to Parent.
INT'X xxx has delivered to Parent prior to the Prior Agreement Date a letter from INT'X.xxx, prepared after consultation with its counsel, that identifies all persons it believes may be "affiliates" of INT'X.xxx, as such term is used in Rule 145 under the Securities Act and applicable accounting pronouncements of the Commission (each such Person, an "INT'X.XXX AFFILIATE"). Each such INT'X.xxx Affiliate has executed and delivered to Parent a written agreement (an "INT'X.XXX AFFILIATE AGREEMENT") in the form of EXHIBIT 7.8(b) hereto to the effect that such INT'X.xxx Affiliate (i) has not made and will not make any disposition of any shares of INT'X.xxx Common Stock or INT'X.xxx Preferred Stock or other securities of INT'X.xxx in the 30-day period prior to the Effective Time, and (ii) will not make any disposition of any of the Parent Merger Shares to be received by such Person after the Effective Time until Parent shall have publicly released a report including the combined financial results of Parent and INT'X.xxx for a period of at least 30 days of combined operations of Parent and INT'X.xxx.
INT'X. XXX CONVERSION. Simultaneous with the execution of the Prior Agreement, INT'X.xxx caused the conversion notice in the form attached as EXHIBIT 7.14 to be executed by the holders of INT'X.xxx Series A Preferred Stock who, together with the parties executing an INT'X.xxx Voting Agreement, hold at least 51% of the outstanding shares of INT'X.xxx Series A Preferred Stock and by the holders of INT'X.xxx Series B Preferred Stock who, together with the parties executing an INT'X.xxx Voting Agreement, hold at least 51% of the outstanding shares of INT'X.xxx Series B Preferred Stock, INT'X.xxx shall cause such notices to be delivered to Parent. INT'X.xxx hereby elects that all outstanding shares of INT'X.xxx Series A Preferred Stock and all of the outstanding shares of INT'X.xxx Series B Preferred Stock be converted to shares of INT'X.xxx Series A Common Stock immediately prior to the Effective Time.
