Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 23 contracts
Samples: Secured Convertible Debenture Purchase Agreement (Digital Descriptor Systems Inc), Convertible Debenture Purchase Agreement (Tidel Technologies Inc), Secured Convertible Debenture Purchase Agreement (Phoenix International Industries Inc /Fl/)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the PurchasersPurchaser.
Appears in 8 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Say Yes Foods Inc), Convertible Debenture Purchase Agreement (Innovacom Inc), Convertible Debenture Purchase Agreement (Fix Corp International Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 6 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Tanisys Technology Inc), Convertible Preferred Stock Purchase Agreement (Tanisys Technology Inc), Convertible Preferred Stock Purchase Agreement (I Link Inc)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company’s business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent expire) while any shares of the PurchasersPreferred Stock remain outstanding.
Appears in 5 contracts
Samples: Exchange Agreement (Fonix Corp), Series K 5% Convertible Preferred Stock Exchange Agreement (Fonix Corp), Series P 9% Convertible Preferred Stock Exchange Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 5 contracts
Samples: Convertible Debenture Purchase Agreement (Fix Corp International Inc), Convertible Debenture Purchase Agreement (Fix Corp International Inc), Convertible Debenture Purchase Agreement (Fix Corp International Inc)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 5 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Global Maintech Corp), Convertible Preferred Stock Purchase Agreement (Palatin Technologies Inc), Private Equity Line of Credit Agreement (Pharmos Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Seller shall make sure that the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liensliens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Wellstone Acquisition Corp), Stock Purchase Agreement (Championlyte Holdings Inc), Stock Purchase Agreement (Wellstone Acquisition Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in that are covered under the ordinary course of the Company's businessDebentures, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the PurchasersPurchaser.
Appears in 4 contracts
Samples: Convertible Debenture Unit Purchase Agreement (Integrated Environmental Technologies, Ltd.), Convertible Debenture Unit Purchase Agreement (Integrated Environmental Technologies, Ltd.), Convertible Debenture Purchase Agreement (Innovacom Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire); provided, without however, the prior written consent of Company may license the PurchasersIntellectual Property Rights.
Appears in 3 contracts
Samples: Secured Convertible Debenture Purchase Agreement (American International Petroleum Corp /Nv/), Secured Convertible Note Purchase Agreement (Interiors Inc), Secured Convertible Note Purchase Agreement (Interiors Inc)
Transfer of Intellectual Property Rights. Except as set forth in Schedule 3.12 and in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fidelity Holdings Inc), Securities Purchase Agreement (Fidelity Holdings Inc), Securities Purchase Agreement (Fidelity Holdings Inc)
Transfer of Intellectual Property Rights. Except in connection with ---------------------------------------- the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Aquatic Cellulose International Corp), Securities Purchase Agreement (Aquatic Cellulose International Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GSV Inc), Securities Purchase Agreement (Cybershop International Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Tidel Technologies Inc), Convertible Debenture Purchase Agreement (Tidel Technologies Inc)
Transfer of Intellectual Property Rights. Except in connection with ---------------------------------------- the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ebaseone Corp), Convertible Preferred Stock Purchase Agreement (Softlink Inc)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property RightsRights that are material to the Company's business, or allow any of the such Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Subscription Agreement (Financial Intranet Inc/Ny), Subscription Agreement (Financial Intranet Inc/Ny)
Transfer of Intellectual Property Rights. Except in connection with ---------------------------------------- the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Fonix Corp), Securities Purchase Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in connection ---------------------------------------- with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Purchaser shall make sure that the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liensliens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Trezac International Corp), Stock Purchase Agreement (Trezac International Corp)
Transfer of Intellectual Property Rights. Except in the ---------------------------------------- ordinary course of the Company's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Series D Convertible Preferred Stock Purchase Agreement (Fonix Corp), Series E Convertible Preferred Stock Exchange and Purchase Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or a bona fide licensing arrangements arrangement in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Intelidata Technologies Corp), Convertible Preferred Stock Purchase Agreement (New Frontier Media Inc /Co/)
Transfer of Intellectual Property Rights. Except in connection ------------------------------------------ with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Amanda Co Inc), Convertible Debenture Purchase Agreement (Amanda Co Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course that are covered under Section 5 of the Company's businessCertificate of Designation, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Vasomedical Inc), Convertible Preferred Stock Purchase Agreement (Vasomedical Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's businessbusiness consistent with past practice, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Unapix Entertainment Inc)
Transfer of Intellectual Property Rights. Except in connection with ---------------------------------------- the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any LiensLiens not in existence on the date of this Agreement, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Dataware Technologies Inc)
Transfer of Intellectual Property Rights. Except in connection ----------------------------------------- with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Demarco Energy Systems of America Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, Rights or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers. Notwithstanding the foregoing, the Company may license the right to promote and use its Intellectual Property Rights to Strategic Partners in the ordinary course of its business without the prior consent of the Purchasers.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Neotherapeutics Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, Rights or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), other than licensing agreements in the ordinary course of business, without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Franklin Telecommunications Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Hawker Pacific Aerospace)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersKA.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Tro Learning Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in that are covered under the ordinary course of the Company's businessDebentures, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.Purchaser. Convertible Debenture Purchase Agreement
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Innovacom Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or in connection with the transfer or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Seranova Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any LiensLiens (except as permitted by the Debentures), or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Rowecom Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company, the Company or other than in connection with licensing arrangements agreements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Seller shall make sure that the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liensliens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Championlyte Holdings Inc)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rightsintellectual property rights, or allow any of the Intellectual Property Rights its intellectual property rights to become subject to any Liensliens, or fail to renew such Intellectual Property Rights intellectual property rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (D G Jewellery of Canada LTD)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liensliens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Funding Agreement (P D C Innovative Industries Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements Company, and except as set forth in the ordinary course of the Company's businessSection 4.16, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, Rights or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser. Notwithstanding the foregoing, the Company may alienate, hypothecate, encumber and license the right to promote and use its Intellectual Property Rights in the ordinary course of its business without the prior consent of the Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Accesspoint Corp /Nv/)
Transfer of Intellectual Property Rights. Except So long as either Purchaser owns Debentures and except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Transfer of Intellectual Property Rights. Except for (i) exclusive licenses granted to Affiliates, (ii) in the ordinary course of the Company's business consistent with past practice, (iii) in connection with the sale of all or substantially all of the assets of the Company Company, or licensing arrangements in the ordinary course (iv) upon payment of the Company's businessfair consideration pursuant to a third party appraisal, neither the Company nor any Affiliate shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 1 contract
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Purchaser shall make sure that the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liensliens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Transfer of Intellectual Property Rights. Except in the ordinary course of the Compnay's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in connection with ---------------------------------------- the sale of all or substantially all of the assets of the Company or a bona fide licensing arrangements arrangement in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Sonic Foundry Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or or, except as set forth on Schedule 3.14, allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Vitech America Inc)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's businessbusiness or pursuant to the Credit Agreement, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or or, allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Luminant Worldwide Corp)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of 10 the PurchasersPurchaser.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (I Link Inc)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company’s business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Series N Convertible Preferred Stock Purchase Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in connection circumstances where the Company exercises its option to prepay the Convertible Note in accordance with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's businessprovisions thereof, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, Rights or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed). Notwithstanding the foregoing, without the prior written consent Company may license the right to promote and use its Intellectual Property Rights in the ordinary course of the Purchasersits business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medix Resources Inc)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liensliens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Wordcruncher Internet Technologies)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without renewed),without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Computer Concepts Corp /De)
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or in connection with licensing arrangements in the ordinary course of transactions approved by the Company's businessBoard of Directors, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Compositech LTD)
Transfer of Intellectual Property Rights. Except For so long as any Shares are outstanding, except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Coyote Network Systems Inc)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without expire) after the prior written consent release of the Purchaserssecurity interest as set forth in the Security Agreement, and while any shares of the Preferred Stock remain outstanding.
Appears in 1 contract
Samples: Series I 8% Convertible Preferred Stock Purchase Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in connection with the ---------------------------------------- sale of all or substantially all of the assets of the Company or licensing arrangements Company, and except as set forth in the ordinary course of the Company's businessSchedule 3.10, the Company shall not transfer, sell or otherwise ------------- dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed)) which would have, individually or in the aggregate, a material adverse effect on the Company, without the prior written consent of the PurchasersPurchaser.
Appears in 1 contract
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business consistent with past practice or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent expire) while any shares of the PurchasersPreferred Stock remain outstanding.
Appears in 1 contract
Samples: Series J 5% Convertible Preferred Stock Exchange Agreement (Fonix Corp)
Transfer of Intellectual Property Rights. Except in connection with ---------------------------------------- the sale of all or substantially all of the assets of the Company or a bona fide licensing arrangements arrangement in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the PurchasersPurchaser.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Number Nine Visual Technology Corp)
Transfer of Intellectual Property Rights. Except in connection ---------------------------------------- with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aquatic Cellulose International Corp)
Transfer of Intellectual Property Rights. Except in the ordinary course of the Company's business or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 1 contract
Transfer of Intellectual Property Rights. Except in the ---------------------------------------- ordinary course of the Company's business or in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire); provided, without however, the prior written consent of Company may license the PurchasersIntellectual Property Rights.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Imaginon Inc /De/)
Transfer of Intellectual Property Rights. Except in connection with ---------------------------------------- the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of of, any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewedexpire), without the prior written consent of the Purchasers.
Appears in 1 contract
Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements Company, and except as set forth in the ordinary course of the Company's businessSchedule 3.10, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed)) which would have, individually or in the aggregate, a material adverse effect on the Company, without the prior written consent of the PurchasersPurchaser.
Appears in 1 contract
