To Phoenix Clause Samples

To Phoenix. The Warrants shall expire ten (10) years from the date of issue and shall have an exercise price equal to the average of the closing prices of EasyLink's Class A common stock over the 30 trading days ending two days before the Closing . Such initial exercise price and the number of shares issuable upon exercise of the Warrants shall be appropriately adjusted in the event the Company shall effect a stock split, stock dividend or stock combination on or before the Closing and thereafter shall be subject to adjustment as provided in the form of Warrants. A copy of the form of Warrant in substantially the form to be used is attached as Exhibit B.

To Phoenix. Licensee grants to Phoenix the following perpetual, irrevocable, world wide, fully paid nonexclusive licenses: (i) to make, have made, use, demonstrate, sell, import, export and otherwise distribute or dispose of the Unicore Software as part of Phoenix's software product offering, under existing and future Phoenix trademarks, to its customers and potential customers as Phoenix deems necessary as part of Phoenix's business; (ii) to prepare Modifications and Derivative Works based on the Unicore Software; and use, demonstrate, sell, import, export and otherwise distribute or dispose of said Modification and Derivative Works as part of Phoenix's software product offering, under existing and future Phoenix trademarks, to its customers and potential customers, as it deems necessary as part of Phoenix's business. The licenses granted to Phoenix hereunder include the right to grant sublicensing rights to the Unicore Software, and Modifications and Derivative Works based thereon, to Phoenix customers, wherein the scope of such sublicensing rights shall be within the scope of the licenses granted to Phoenix, but shall not include the right for customers to grant sublicensing rights unless approval is provided by Licensee, which shall not be unreasonably withheld. 2.2.1 Phoenix will not sell, transfer, license, distribute or disclose the Unicore Software except to the extent authorized under this Software License Agreement. Except as provided herein, no other license, express or implied, by estoppel or otherwise, to any other intellectual property rights is granted herein. 2.2.2 Phoenix shall not alter or remove, or permit any third parties to alter or remove, Licensee's and their suppliers' copyright notice from the Unicore Software, or Modification or Derivative Works thereof. Phoenix will include, in all Modifications and Derivative Works, Licensee and its suppliers' copyright notice embedded in the code and displayed in the Source Code to the Modifications or Derivative Works, identifying same as the underlying work in conjunction with Phoenix's own copyright notice for said Modifications or Derivative Works. ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2.2.3 Phoenix may not authorize other parties to copy, reproduce, or otherwise use the Unicore Software, or to disassemble or reverse engineer the Unicore S...