Retention of Rights by 3DO Sample Clauses

Retention of Rights by 3DO. Notwithstanding the assignment, transfer and delivery of the 3DO Transferred Assets to Samsung in accordance with the provisions of this Article II, and notwithstanding the licenses herein granted by 3DO to Samsung or anything else to the contrary contained in this Agreement, 3DO and its successors and assigns hereby retain (and the exclusivity of Samsung's licenses and rights hereunder and thereunder shall not apply to) the non-exclusive rights to use and exploit the 3DO Intangible Assets, to Use any Intellectual Property Rights that relate to the 3DO Intangible Assets, and to retain copies of any tangible items and related technical information of or concerning the 3DO Intangible Assets, to the extent any such rights, items and/or information are necessary to (i) the fulfillment of 3DO's contractual obligations to MEI pursuant to the MEI Agreement, provided that any Intellectual Property Rights owned or licensed by 3DO resulting from the modification, enhancement or other improvement to the 3DO Intangible Assets in the course of the performance of 3DO's contractual obligations to MEI shall be deemed automatically licensed to MEI pursuant to the MEI Agreement, shall be deemed to be 3DO Intangible Assets and shall be assigned by 3DO to Samsung or Newco or, if not assignable, shall be licensed to such Person in accordance with Section II.2, (ii) the prosecution, defense, and/or settlement of any claims or actions arising in connection with any separate agreements entered into between 3DO and any third parties prior to the Closing Date of this Agreement; provided that, in no event, may 3DO enter into any settlement or to take any action which limits or otherwise compromises the right, title and interests of Samsung or any transferee or assignee of the 3DO Transferred Assets, including Newco, in the 3DO Transferred Assets or rights of Samsung or any assignee of Samsung, including Newco, under any licenses herein granted by 3DO to Samsung, (iii) the prosecution, defense, and/or settlement of any claims or actions arising in connection with the conduct, activities, products or services of any third party or parties prior to the Closing Date; provided that, in no event, may 3DO enter into any settlement or to take any action which limits or otherwise compromises the right, title and interests of Samsung or any transferee or assignee of the 3DO Transferred Assets, including Newco, in the 3DO Transferred Assets or rights of Samsung or any transferee or assignee of...
Sample 1
AutoNDA by SimpleDocs

Related to Retention of Rights by 3DO

  • Retention of Rights Nothing in this Agreement limits in any way the rights of Buyer and its Affiliates in and to Buyer Marks, including without limitation (A) all rights of ownership in and to Buyer Marks, including the right to license or transfer the same, and, (B) the unimpaired right to use and to license others to use Buyer Marks in connection with manufacturing, marketing, distribution, sale, service, maintenance, repair, or provision of any products or services whether within or without the Territory.

  • Termination of Rights The right of first refusal granted the --------------------- Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon termination of the right of first refusal described in Section 3(b) and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • Exercise of Rights; Separation of Rights (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth of a share of Preferred Stock.

  • Limitation of Rights Nothing in this Agreement or the Plan shall be construed to:

  • Expiration of Rights The Rights will expire on the earliest of (a) 5:00 p.m., New York City time, on December 30, 2021 (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below).

  • Termination of Rights as Holder If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.

  • Duration of Rights If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.

  • Termination of Rights as Stockholder If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.

  • Non-Waiver of Rights The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

  • Termination of Rights as Shareholder If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!