Operating Co acknowledges the ownership (or license rights, as the case may be) of the Holdings Intellectual Property in Holdings and agrees that Operating Co. shall obtain no right of ownership or any other right whatsoever over and in relation to the Holdings Intellectual Property through any right herein permitted, and that all use of the Holdings Intellectual Property shall inure to the benefit of Holdings. Operating Co. agrees not to use the Holdings Intellectual Property after the termination of this Agreement.
Operating Co hereby grants to Holdings during the term of this Agreement a non-exclusive royalty-free license to continue to use those trademarks, patents and other intellectual property owned by Operating Co. on the date hereof that are Contributed Assets under the Transfer Agreement used in the manufacture, marketing, advertising, promotion, distribution or sale of, or research and development in connection with, the Retained Brands (the "Operating Co. Intellectual Property") subject to and on the condition that Holdings at all times adheres to the methods, formulas, specifications and other quality standards of Operating Co. in effect from time to time in order that the products and services identified by the Retained Brands shall be of a standard and quality satisfactory to Operating Co.
Operating Co. Board of Directors. Notwithstanding anything to the contrary herein, the Holding Company, as the sole shareholder of the Operating Company, shall take all necessary or desirable action within its control, in order to cause:
(i) the Operating Co. Board of Directors to consist of three members;
(ii) so long as the Skylark Holders, their Affiliates and the Skylark Holders' or their Affiliates' Related Transferees hold collectively at least a number of Common Shares equal to 50% of the Common Shares held by them as of May 11, 2000 (as such number is equitably adjusted to reflect stock splits, stock dividends, recapitalizations and reclassifications), the election of one director designated by the Skylark Holders;
(iii) so long as Investors, its Affiliates and Investors' or its Affiliates' Related Transferees hold collectively at least a number of Common Shares equal to 50% of the Common Shares held by them as of May 11, 2000 (as such number is equitably adjusted to reflect stock splits, stock dividends, recapitalizations and reclassifications), the election of one director designated by Investors; provided that so long as -------- Quad-C Partners V, L.P., a Delaware limited partnership, directly or indirectly holds any Common Shares, it shall be entitled to designate such director;
(iv) so long as he is the Chief Executive Officer of the Operating Company and holds at least a number of Executive Stock Options and/or Common Shares equal to 90% of the Executive Stock Options and Common Shares held by him as of May 11, 2000 (as such number is equitably adjusted to reflect stock splits, stock dividends, recapitalizations and reclassifications), the election of Xxxxxx as a director; provided that in the event Xxxxxx ceases to be the Chief -------- Executive Officer of the Operating Company, so long as the Xxxxxx Group holds at least a number of Executive Stock Options and/or Common Shares equal to 90% of the Executive Stock Options and Common Shares held by them as of May 11, 2000 (as such number is equitably adjusted to reflect stock splits, stock dividends, recapitalizations and reclassifications), the election of one director designated by the Xxxxxx Group;
(v) so long as Skylark, Investors, Xxxxxx or the Xxxxxx Group is entitled to designate directors pursuant to this Section 2(g), the removal, with or without cause, of any director designated by the Skylark Holders, Investors, Xxxxxx or the Xxxxxx Group, as the case may be, only at the respective written reque...
Operating Co. Share Transfer and a Permitted Ellbee Share Transfer, all of the outstanding Stock and Stock Equivalents 183
