Ownership of Manager. The Sub-Adviser shall notify the Trust of any change in ownership of the Sub-Adviser within a reasonable time after such change, to the extent such notification is required under Section 205(a)(3) of the Advisers Act (or any successor provision thereto).
Ownership of Manager. Developed IP. The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to IP Holder. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by IP Holder. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to IP Holder. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to IP Holder shall include rights to use third-party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to IP Holder. All applications to register Manager-Developed IP shall be filed in the name of IP Holder. The Manager agrees to cooperate in good faith with IP Holder for the purpose of securing and preserving IP Holder’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at IP Holder’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry IP Holder’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by IP Holder. The Manager hereby appoints IP Holder as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following IP Holder’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.
Ownership of Manager. All of the outstanding and issued equity interests of Manager (the “Membership Units”), as of the date hereof, are owned by the Manager Equityholders. There are no (i) outstanding securities of Manager other than equity held by Manager Equityholders having the right to vote on any matters on which the holders of equity securities of Manager may vote or which are convertible into or exchangeable for, at any time, equity securities of Manager, (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating Manager to issue, deliver or sell, or cause to be issued, delivered or sold, any equity securities of Manager except as expressly set forth in this Agreement, (iii) outstanding contractual obligations of Manager to repurchase, redeem or otherwise acquire any equity securities or securities convertible into or exchangeable for equity securities of Manager, and (iv) voting trusts or other agreements or understandings to which Manager is a party or by which Manager is bound with respect to the voting, transfer or other disposition of its equity securities. The Membership Units have been duly authorized and validly issued, are fully paid and non-assessable, were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under which Manager is a party or otherwise bound.
Ownership of Manager. To Manager’s knowledge, no person owning an interest in Manager is a Prohibited Person.
Ownership of Manager. Manager Sponsor is the owner of all of the issued and outstanding capital stock of the Manager, all of which capital stock has been validly issued and fully paid and is nonassessable. The stock of the Manager and the ownership interests in Manager are owned free and clear of all Liens, warrants, options and rights to purchase. Manager has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.
Ownership of Manager. The sole general partner of Manager is the Manager Representative. Manager Sponsor is the owner of all of the issued and outstanding capital stock of the Manager Representative, all of which capital stock has been validly issued and fully paid and is nonassessable. The only limited partner of Manager is Manager Sponsor. The stock of the Manager Representative and the limited partnership interests in Manager are owned free and clear of all Liens, warrants, options and rights to purchase. Manager has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.
