Acquired Company Software definition

Acquired Company Software shall have the meaning set forth in Section 3.15.2.

Acquired Company Software means Software owned, used, marketed, distributed, licensed or sold by either Acquired Company (excluding any “off-the-shelf” third party Software that is generally available on standard commercial terms, is not distributed by either Acquired Company, is not incorporated into, any product or software offered as service of either Acquired Company, and is not otherwise material to business of either Acquired Company).

Acquired Company Software means Computer Software (including web sites, smartphone or tablet applications, HTML code, and firmware and other software embedded in hardware devices) owned, developed (or currently being developed), used, marketed, distributed, licensed, made available, or sold by any Acquired Company (excluding any “off-the-shelf” third party Computer Software that is non-exclusively licensed to the Acquired Companies on generally available, standard commercial terms for an aggregate license fee or royalty of no more than $10,000, is not distributed by any Acquired Company, is not incorporated into, or used in the development, testing, distribution, delivery, maintenance or support of, any product or service of any Acquired Company, and is not otherwise material to business of any Acquired Company (“COTS”)).

Examples of Acquired Company Software in a sentence

• No Acquired Company has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Acquired Company Software to any escrow agent or other Person.

• No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, result in the delivery, license or disclosure of the source code for any Acquired Company Software to any other Person.

• The Company has Made Available to Buyer a complete and accurate current list of all known bugs, defects, and errors in each version of the Acquired Company Software.

• Each Acquired Company and the Acquired Company Software has complied in all material respects with all of the applicable Acquired Company Privacy Policies and with all applicable Laws pertaining to privacy, User Data, Personal Data, data security, and spyware.

• No event has occurred, and no circumstance or condition currently exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license or disclosure of the source code for any Acquired Company Software to any Person other than an escrow agent identified in Part 3.10(j) of the Disclosure Schedule.

More Definitions of Acquired Company Software

Acquired Company Software means (a) software components of design kits owned or purported to be owned by any Acquired Company and used in connection with Acquired Company Process Technology and (b) any software (including software development tools and firmware and other software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned or currently being developed by or on behalf of any Acquired Company (the results of which development will be owned exclusively by an Acquired Company), including all modules and components of such software and all prior versions and releases of such software.

Acquired Company Software means any software (including firmware and other software embedded in hardware devices) owned, developed (or currently being developed), used to provide services to customers or to develop, test or support the Acquired Companies’ products, distributed, licensed or sold by any Acquired Company.

Acquired Company Software shall have the meaning set forth in Section 3.14.2(iii). I.5 "Acquired Company Stock" shall mean the common stock, $.01 par value per share, of the Acquired Company. I.6 "Agreement" shall mean this Agreement of Merger. I.7 "Assumed Option" shall have the meaning set forth in Section 2.1.7. I.8 "Benefit Plans" shall have the meaning set forth in Section 3.16. I.9 "Certificate of Merger" shall have the meaning set forth in Section 2.1.2. I.10 "Certificates" shall have the meaning set forth in Section 2.2.2 hereof. I.11 "Closing" shall have the meaning set forth in Section 2.1.9 hereof. I.12 "Closing Date" shall mean the date on which the Closing occurs pursuant to Section 8.1 hereof. I.13 "Covenants Not to Compete" shall mean the Covenants Not to Compete referred to in Section 6.11. I.14 "Customer Contracts" shall mean all contracts, agreements, commitments or other instruments in effect with any customer of the Acquired Company or any Subsidiary other than the Specified Customer Contracts. I.15 "Delaware Code" shall mean the Delaware General Corporation Law. I.16 "DOL" shall mean the United States Department of Labor.

Acquired Company Software shall have the meaning set forth in Section 2.9.

Acquired Company Software means the Owned Software and ------------------------- the Customer Software.

Acquired Company Software means the software that embodies any Acquired Company IP.

Acquired Company Software means Computer Software owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by any Acquired Company (excluding any “off-the-shelf” third party Computer Software that is generally available on standard commercial terms, is not distributed by any Acquired Company, is not incorporated into, or used in the development, testing, distribution, delivery, maintenance or support of, any product or service of any Acquired Company, and is not otherwise material to the business of any Acquired Company as it is currently conducted.