Company Contributor definition
Examples of Company Contributor in a sentence
Contributor acknowledges and agrees that, having assigned and transferred the Transferred Assets to Company, Contributor has no right to, and shall not purport to, waive, modify or amend any provision of the License Agreement.
To the extent any such arrangements are executed and entered into by Contributor on behalf of Company, Contributor shall forthwith Contribute all of its right, title and interest therein to Company, subject to Company’s assumption of the Assumed Obligations in respect thereof.
Except as set forth in the Organizational Documents of the Company, Contributor has no outstanding options or other rights to acquire from the Company, and no obligation to sell, any shares of capital stock or other equity interest or voting securities of the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interest or voting securities, other than the rights of Buyer to acquire the Contributed Interests pursuant to this Agreement.
All statements contained in this Agreement or in any certificate delivered by or on behalf of Company, Contributor of Company, all jointly and severally, or Contributee pursuant hereto or in connection with the transactions contemplated hereby shall be deemed representations, warranties and covenants by Company or Contributee, as the case may be, hereunder.
The Company, Contributor, Acquiror and Contributor Guarantor shall be referred to herein from time to time collectively as the “Parties”.
None of the Company, Contributor Parties or any other Persons acting on their behalf have received any notice or communication from any Person that alleges a potential violation of any Improper Payment Laws, nor have they been involved in any internal investigation involving any allegations relating to potential violation of any Improper Payment Laws, nor have they received a request for information from any Governmental Body regarding Improper Payment Laws.
In connection with Contributor assigning member interests in the Company, Contributor shall have the right to provide that the rights of the Company with regard to the Contributor’s representations, warranties and covenants in this Agreement shall also run in favor of an assignee of all or portion of the member interests of the Contributor in the Company.
There is no unfair labor practice claim against the Company or any Company Contributor pending before the National Labor Relations Board, or any strike, dispute, slow-down, or stoppage pending or to the Knowledge of the Company, threatened against or involving the Company or any Company Contributor and none has occurred.
If for any reason the Content under this Agreement cannot be assigned, conveyed or transferred to Company, Contributor hereby grants Company an exclusive, perpetual, worldwide, irrevocable, sublicensable, transferable, paid-up, royalty-free license to use, reproduce and modify said Content for the full term of any intellectual property rights that may exist in such work.
Notwithstanding any provision in the Company Agreement to the contrary, immediately following the admission of Contributee as a substitute member of the Company, Contributor shall and does hereby cease to be a member of the Company and shall thereupon cease to have or exercise any right or power as a member of the Company.