Manager Ownership. (a) Except in connection with Redemptions under Article VIII, or as otherwise determined by the Managing Member, if at any time PubCo issues a share of Class A Common Stock or any other Equity Security of PubCo entitled to any economic rights (including in the IPO) (an “Economic PubCo Security”) with regard thereto, (i) the Company shall issue to PubCo an equal number (or such other number as determined by the Managing Member in good faith to reflect the respective economic entitlements of the applicable Equity Securities) of Common Units (if PubCo issues shares of Class A Common Stock) or such other Equity Securities of the Company (if PubCo issues Economic PubCo Securities other than a share of Class A Common Stock) corresponding to the Economic PubCo Security, with substantially the same rights to dividends and distributions (including distributions on liquidation) and other economic rights as those of such Economic PubCo Security (an “Economic Company Security”), (ii) OpCo shall issue to the Company an equal number (or such other number as determined by the Company, in its capacity as the managing member of OpCo, in good faith to reflect the respective economic entitlements of the applicable Equity Securities) of OpCo Common Units (if the Company issues a Common Unit), or such other Equity Securities of OpCo (if the Company issues Economic Company Securities other than a Common Unit) corresponding to the Economic Company Security, with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Economic Company Security, and (iii) in exchange for the issuances in the foregoing clauses (i) and (ii), the net proceeds or contributed proceeds received by (A) PubCo with respect to the corresponding issuance of Class A Common Stock or Economic PubCo Securities, if any, shall be concurrently contributed by PubCo to the Company, and (B) the Company with respect to the corresponding issuance of Common Units or Economic Company Securities, if any, shall be concurrently contributed by the Company to OpCo.
(b) Notwithstanding Section 4.01(a), this Article IV shall not apply (i) to the issuance and distribution to holders of shares of PubCo Common Stock of rights to purchase Equity Securities of PubCo under a “poison pill” or similar shareholders rights plan (it being understood that upon a Redemption involving a Share Settlement under Article VIII, the shares of Class A Common S...
Manager Ownership. PC acknowledges and agrees that all right, title and interest in and to the Licensed Technology shall be solely and exclusively owned by Manager. If PC creates, conceives, develops, invents or reduces to practice any inventions (whether or not patentable), documented records of invention or patent disclosures, derivative works, continuations, continuations-in-part, enhancements, trade secrets, know-how, show-how, discoveries, improvements, innovations, ideas, industrial models, processes, methods, formulae, compositions, findings, research and development information, data, databases, content, electronic data files, training manuals, user guides, manufacturing, engineering and technical drawings, manufacturing and production processes and techniques, software and computer programs (in object code and source code), business information and plans, technical knowledge and information, maintenance information, mask works, integrated circuit topographies, confidential information, and all other items with similar characteristics, arising out of or related to the Licensed Technology (collectively, the “Licensee Modifications”), PC agrees to assign, and hereby irrevocably assigns, all of PC’s right, title and interest in and to the Licensee Modifications to Manager, including any Intellectual Property rights. PC agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further instruments, documents and agreements, and will obtain such consents or waivers, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement at Manager’s cost. PC further agrees to ensure that all PC and Medical Contractors who are involved in any way with the Licensee Modifications agree (i) to assign and do assign all of their right, title and interest in the Licensee Modifications, including, without limitation, all Intellectual Property, to PC (who in turn shall assign and hereby assigns the same to Manager as set forth in this Section 3.16.12) and/or to assign all such rights directly to Manager; and (ii) to waive all moral rights and agree to never assert any moral rights in the Licensee Modifications. PC agrees that for purposes of this Agreement the term “moral rights” means any rights of paternity or integrity, including any right to claim authorship of a copyrightable work, to object to a modification of such copyrightable work,...
