Valid Ownership Sample Clauses

Valid Ownership. Such Selling Stockholder (x) is, and at the Closing Time will be, the sole legal, record and beneficial owner of the Securities to be delivered by such Selling Stockholder at the Closing Time, and (y) has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement, and to sell, assign, transfer and deliver the Securities to be delivered by such Selling Stockholder at the Closing Time hereunder free and clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims arising under this Agreement.
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Valid Ownership. Such Selling Stockholder has, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery) will be, the sole legal and beneficial owner of the Securities to be sold by such Selling Stockholder hereunder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.
Valid Ownership. Seller owns or has a valid right to use, sell, license, dispose of, and bring actions for the infringement, dilution, misappropriation of other violation of each of the items of Domestic Transferred Intellectual Property, free and clear of all liens, security interests, encumbrances and other claims. Seller is the owner of record for all registrations in the United States for the Registered Trademarks. All registrations in the United States for the Registered Trademarks are valid and in good standing, all necessary registration, maintenance and renewal fees in connection with the Registered Trademarks have been paid and all necessary documents have been filed with the U.S. Patent and Trademark Office for the purposes of maintaining the Registered Trademarks and there are no pending or, to Seller’s Knowledge, threatened cancellation proceedings or litigation with respect thereto against Seller. Seller is the applicant of record for all applications listed on Schedule 1.1B for registration of any Unregistered Marks and no opposition, extension of time to oppose, or final refusal to register has been received in connection with any such application. To Seller’s Knowledge, no Person other than Seller and Affiliates of Seller has any right to use any of the Registered Trademarks on the class of goods set forth in Seller’s registration, either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such Person, to cause confusion as to the source of such goods.
Valid Ownership. Such Investor owns any and all property or other consideration used to pay for the Securities, as listed in the attached Schedule A, free and clear of any encumbrances, liens or other restrictions. Such Investor can validly transfer the property as consideration to the Company for the Securities.
Valid Ownership. Such Selling Stockholder (x) is, and at the Closing Time will be, the sole legal, record and beneficial owner of the Securities to be delivered by such Selling Stockholder at the Closing Time, and (y) has full right, power and authority to enter into this Agreement and, if such Selling Stockholder is a Specified Selling Stockholder, the Power of Attorney and the Custody Agreement, or, if such Selling Stockholder is an Identified Selling Stockholder, the Power of Attorney and the Paying Agent Agreement, and to sell, assign, transfer and deliver the Securities to be delivered by such Selling Stockholder at the Closing Time hereunder free and clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims arising under this Agreement.
Valid Ownership. Sellers own or have a valid right to use, sell, license, dispose of, and bring actions for the infringement, dilution, misappropriation or other violation of each of the items of Transferred Intellectual Property, free and clear of all liens, security interests, encumbrances and other claims. (f)
Valid Ownership 
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Related to Valid Ownership

  • IP Ownership All Company Registered IP is owned by and registered or applied for solely in the name of a Group Company, is valid and subsisting and has not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied. No Group Company or any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Company Owned IP to be invalid, unenforceable or not subsisting. No funding or facilities of a Governmental Authority or a university, college, other educational institution or research center was used in the development of any material Company Owned IP. No material Company Owned IP is the subject of any Lien, license or other Contract granting rights therein to any other Person. No Group Company is or has been a member or promoter of, or contributor to, any industry standards bodies, patent pooling organizations or similar organizations that could require or obligate a Group Company to grant or offer to any Person any license or right to any material Company Owned IP. No Company Owned IP is subject to any proceeding or outstanding Governmental Order or settlement agreement or stipulation that (a) restricts in any manner the use, transfer or licensing thereof, or the making, using, sale, or offering for sale of any Group Company’s products or services, by any Group Company, or (b) may affect the validity, use or enforceability of such Company Owned IP. Each Principal has assigned and transferred to a Group Company any and all of his/her Intellectual Property related to the Business. No Group Company has (a) transferred or assigned any Company IP; (b) authorized the joint ownership of, any Company IP; or (c) permitted the rights of any Group Company in any Company IP to lapse or enter the public domain.

  • Record Ownership The Company, or its attorney, shall maintain a register of the Holder of the Debentures (the "Register") showing their names and addresses and the serial numbers and principal amounts of Debentures issued to them. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation.

  • Joint Ownership 10 Annuitant............................................................... 10

  • Property Ownership The Fund owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Management, Ownership The Company shall not materially change its ownership, executive staff or management without the prior written consent of the Secured Party. The ownership, executive staff and management of the Company are material factors in the Secured Party's willingness to institute and maintain a lending relationship with the Company.

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