Grouped Into 14 Collections of Similar Clauses From Business Contracts
This page contains Ownership clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Ownership. Investor is acquiring the Preferred Shares as principal for its own account. Investor will not engage in hedging transactions with regard to the Shares unless in compliance with the Act, and will resell the Shares only pursuant to registration under the Act or an available exemption therefrom.
Ownership. Investor is acquiring the Preferred Shares as principal for its own account. Investor will not engage in hedging transactions with regard to the Conversion Shares unless in compliance with the Act, Act. Investor will not resell, transfer or assign the Preferred Shares, and will resell the Conversion Shares only pursuant to registration under the Act or an available exemption therefrom.
Ownership. Investor Lender is acquiring the Preferred Shares Debenture as principal for its own account. Investor Lender will not engage in hedging transactions with regard to the Shares unless in compliance with the Act, and will resell the Shares only pursuant to registration under the Act or an available exemption therefrom.
Ownership. Investor is acquiring the Preferred Shares as principal for its own account. Investor will not engage in hedging transactions with regard to the Shares unless in compliance with the Act, Shares, and will resell the Shares only pursuant to registration under the Act or an available exemption therefrom.
Ownership. Prior to due presentment of this Note for registration of transfer, the Issuer may deem and treat the Noteholder as the absolute owner of this Note for the purpose of receiving payment of principal of and interest on this Note and for all other purposes whatsoever.
Ownership. Prior to due presentment of this Note for registration of transfer, the Issuer may deem and treat the Noteholder Holder in whose name this Note is registered in the Security Register as the absolute owner of this Note for the purpose of receiving payment payments of principal of and interest on this Note and for all other purposes whatsoever. whatsoever, whether or not this Note be overdue, and the Issuer shall not be affected by any notice to the contrary.
Ownership. Prior to due presentment of this Note for registration of transfer, the Issuer may deem and treat the Noteholder Holder in whose name this Note is registered in the Security Register as the absolute owner of this Note for the purpose of receiving payment payments of principal of and interest on this Note and for all other purposes whatsoever. whatsoever, whether or not this Note be overdue, and the Issuer shall not be affected by any notice to the contrary.
Ownership. Prior to due presentment of this Note for registration of transfer, the Issuer may deem and treat the Noteholder Holder in whose name this Note is registered in the Security Register as the absolute owner of this Note for the purpose of receiving payment payments of principal of and interest on this Note and for all other purposes whatsoever. whatsoever, whether or not this Note be overdue, and the Issuer shall not be affected by any notice to the contrary.
Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary.
Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary. 16 16. Waiver and Consent.... (a) Any consent or waiver given by the Noteholder of this Subordinated Note shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. No delay or omission of Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured depository institution which shall be a Noteholder or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby. (b) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the holders of more than 50% in aggregate principal amount (excluding any Subordinated Notes held by Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note, (iv) change the currency in which payment of the obligations of Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of the Subordinated Notes, (vi) make any changes to Section 6 (Failure to Make Payments) of the Subordinated Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately affect any of the Noteholders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, Company may amend or supplement the Subordinated Notes without the consent of the Noteholders to cure any immaterial ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder. No failure to exercise or delay in exercising, by any Noteholder, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on Company in any case shall, in itself, entitle Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Noteholders to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by Noteholders to or of any breach or default by Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of Company hereunder. Failure on the part of the Noteholders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by Company. 17 17. Absolute and Unconditional Obligation of the Company. No provisions of this Subordinated Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Subordinated Note at the times, places and rate, and in the coin or currency, herein prescribed. View More
Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary. 9 18. Waiver and Consent.... (a) Any consent or waiver given by the Noteholder shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. This Subordinated Note may also be amended or any term or provision hereof may be waived pursuant to, and in accordance with, the provisions of the Subscription Agreement. No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured depository institution which shall be a Noteholder or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the repayment of the indebtedness evidenced thereby. (b) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the Noteholders holding more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption); Section 6 (Events of Default; Acceleration); Section 7 (Failure to Make Payments); Section 8 (Affirmative Covenants of the Company); Section 9 (Negative Covenants of the Company); Section 15 (Priority) or Section 17 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately affect any of the Noteholders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the Noteholders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by any Noteholder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law, except as restricted hereby. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Noteholders to any other or further action in any circumstances without notice or demand. No consent or waiver, expressed or implied, by the Noteholders to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Noteholders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company. View More
Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder holder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary. A-1-10 17. Waiver ...and Consent. Any consent or waiver given by the holder of this Subordinated Note shall be conclusive and binding upon such holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. This Subordinated Note may be also amended or waived pursuant to, and in accordance with, the provisions of Section 8.3 of the Purchase Agreement. No delay or omission of the holder of this Subordinated Note to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured depository institution which shall be a holder of this Subordinated Note or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby. View More
Ownership. Ownership of Insurance Policy. The Bank is the sole owner of the Insurance Policy(ies) and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Insurance Policy(ies) after payment of the Employee Death Benefit as defined and provided for in this Agreement. The Bank shall at all times be entitled to the Policy(ies) cash surrender value, as that term is defined in the Insurance Policy(ies), less any Insurance Policy l...oans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable Insurance Policy surrender charges. The cash surrender value shall be determined as of the date of the surrender of the Insurance Policy or death of the Employee, as the case may be. 1.2. Right to Insurance Policy. Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender the Insurance Policy(ies) without terminating this Agreement, provided (i) the Bank replaces the Insurance Policy(ies) with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Bank and the Employee (who will not unreasonably withhold his signature) execute a new Split Dollar Policy Endorsement for said comparable coverage arrangement, at which time all references to "Insurance Policy" hereunder shall refer to such replacement coverage arrangement. Without limitation, the Insurance Policy(ies) at all times shall be the exclusive property of the Bank, and shall be subject to the claims of the Bank's creditors. 1 2. Premiums. 2.1. Payment of Premium. The Bank shall pay each premium on the Insurance Policy(ies) to the Insurer on or before the due date of such premium or within the grace period allowed by the Insurance Policy(ies) for the payment of such premium. 2.2. Economic Benefit. The Bank shall determine the economic benefit attributable to the Employee based on the life insurance premium factor for the Employee's age multiplied by the amount of current life insurance protection payable to the Employee's beneficiary. The "life insurance premium factor" is the minimum amount required to be imputed under Treasury Regulation § 1.61-22(d)(3)(ii), or any subsequent applicable authority. The Bank shall impute the economic benefit to the Employee on an annual basis by adding the economic benefit to the Employee's Form W-2, or, if applicable, Form 1099.View More
Ownership. Ownership of Insurance Policy. The Bank Employer is the sole owner of the Insurance Policy(ies) and shall have the right to exercise all incidents of ownership. The Bank Employer shall be the beneficiary of the remaining death proceeds of the Insurance Policy(ies) after payment of the Employee Executive Death Benefit as defined and provided for in this Agreement. The Bank Employer shall at all times be entitled to the Policy(ies) cash surrender value, as that term is defined in the Insurance Pol...icy(ies), less any Insurance Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank Employer and any applicable Insurance Policy surrender charges. The cash surrender value shall be determined as of the date of the surrender of the Insurance Policy or death of the Employee, Executive, as the case may be. 1.2. Right to Insurance Policy. Notwithstanding any provision hereof to the contrary, the Bank Employer shall have the right to sell or surrender the Insurance Policy(ies) without terminating this Agreement, provided but only to the extent that (i) the Bank Employer replaces the Insurance Policy(ies) with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Bank Employer and the Employee Executive (who will not unreasonably withhold his signature) execute a new Split Dollar Policy Endorsement for said comparable coverage arrangement, at which time all references to "Insurance Policy" hereunder shall refer to such replacement coverage arrangement. Without limitation, the Insurance Policy(ies) at all times shall be the exclusive property of the Bank, Employer, and shall be subject to the claims of the Bank's Employer's creditors. 1 2. Premiums. 2.1. Payment of Premium. The Bank Employer shall pay each premium on the Insurance Policy(ies) to the Insurer on or before the due date of such premium or within the grace period allowed by the Insurance Policy(ies) for the payment of such premium. 2.2. Economic Benefit. The Bank Employer shall determine the economic benefit attributable to the Employee Executive based on the life insurance premium factor for the Employee's Executive's age multiplied by the amount of current life insurance protection payable to the Employee's Executive's beneficiary. The "life insurance premium factor" is the minimum amount required to be imputed under Treasury Regulation § 1.61-22(d)(3)(ii), or any subsequent applicable authority. The Bank Employer shall impute the economic benefit to the Employee Executive on an annual basis by adding the economic benefit to the Employee's Executive's Form W-2, or, if applicable, Form 1099. View More
Ownership. Ownership of Insurance Policy. The Bank is the sole owner of the Insurance Policy(ies) and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Insurance Policy(ies) after payment of the Employee Death Benefit as defined and provided for in this Agreement. The Bank shall at all times be entitled to the Policy(ies) cash surrender value, as that term is defined in the Insurance Policy(ies), less any Insurance Policy l...oans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable Insurance Policy surrender charges. The cash surrender value shall be determined as of the date of the surrender of the Insurance Policy or death of the Employee, as the case may be. 1.2. Right to Insurance Policy. Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender the Insurance Policy(ies) without terminating this Agreement, provided (i) the Bank replaces the Insurance Policy(ies) with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Bank and the Employee (who will not unreasonably withhold his signature) execute a new Split Dollar Policy Endorsement for said comparable coverage arrangement, at which time all references to "Insurance Policy" hereunder shall refer to such replacement coverage arrangement. Without limitation, the Insurance Policy(ies) at all times shall be the exclusive property of the Bank, and shall be subject to the claims of the Bank's creditors. 1 2. Premiums. 2.1. Payment of Premium. The Bank shall pay each premium on the Insurance Policy(ies) to the Insurer on or before the due date of such premium or within the grace period allowed by the Insurance Policy(ies) for the payment of such premium. 2.2. Economic Benefit. The Bank shall determine the economic benefit attributable to the Employee based on the life insurance premium factor for the Employee's age multiplied by the amount of current life insurance protection payable to the Employee's beneficiary. The "life insurance premium factor" is the minimum amount required to be imputed under Treasury Regulation § 1.61-22(d)(3)(ii), or any subsequent applicable authority. The Bank shall impute the economic benefit to the Employee on an annual basis by adding the economic benefit to the Employee's Form W-2, or, if applicable, Form 1099.View More
Ownership. Ownership of Insurance Policy. The Bank is the sole owner of the Insurance Policy(ies) Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Insurance Policy(ies) Policy after payment of the Employee Executive Death Benefit as defined and provided for in this Agreement. The Bank shall at all times be entitled to the Policy(ies) Policy cash surrender value, as that term is defined in the Insurance Policy(ie...s), Policy, less any Insurance Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable Insurance Policy surrender charges. The cash surrender value shall be determined as of the date of the surrender of the Insurance Policy or death of the Employee, Executive, as the case may be. 1.2. Right to Insurance Policy. Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender the Insurance Policy(ies) Policy without terminating this Agreement, provided (i) the Bank replaces the Insurance Policy(ies) Policy with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Bank and the Employee Executive (who will not unreasonably withhold his signature) execute a new Split Dollar Policy Endorsement for said comparable coverage arrangement, at which time all references to "Insurance Policy" hereunder shall refer to such replacement coverage arrangement. Without limitation, the Insurance Policy(ies) Policy at all times shall be the exclusive property of the Bank, and shall be subject to the claims of the Bank's creditors. 1 2. Premiums. 2.1. Payment of Premium. The Bank shall pay each premium on the Insurance Policy(ies) to the Insurer on or before the due date of such premium or within the grace period allowed by the Insurance Policy(ies) for the payment of such premium. 2.2. Economic Benefit. The Bank shall determine the economic benefit attributable to the Employee based on the life insurance premium factor for the Employee's age multiplied by the amount of current life insurance protection payable to the Employee's beneficiary. The "life insurance premium factor" is the minimum amount required to be imputed under Treasury Regulation § 1.61-22(d)(3)(ii), or any subsequent applicable authority. The Bank shall impute the economic benefit to the Employee on an annual basis by adding the economic benefit to the Employee's Form W-2, or, if applicable, Form 1099.View More
Ownership. Licensee acknowledges and agrees that, as between the parties, Licensor is the sole owner of all right, title and interest in and to the Mark. Licensee agrees not to do anything inconsistent with such ownership, including directly or indirectly challenging, contesting or otherwise disputing the validity or enforceability of, or Licensor's ownership of or right, title or interest in, the Mark (and the associated goodwill), including without limitation, arising out of or relating to any third-part...y claim, allegation, action, demand, proceeding or suit ("Action") regarding enforcement of this Agreement or involving any third party. The parties intend that any and all goodwill in the Mark arising from Licensee's or any applicable sublicensee's use of the Company Name shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee is deemed to own any rights in the Mark, Licensee hereby irrevocably assigns (or shall cause such sublicensee to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith.View More
Ownership. Licensee acknowledges and agrees that, as between the parties, Licensor is the sole owner of all right, title and interest in and to the Mark. Licensed Marks. Licensee agrees not to do anything inconsistent with such ownership, including (i) filing to register any trademark or service mark containing the Licensed Marks or anything confusingly similar thereto or (ii) directly or indirectly challenging, contesting or otherwise disputing the validity or enforceability of, or Licensor's ownership of... or right, title or interest in, the Mark Licensed Marks (and the associated goodwill), including without limitation, arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit ("Action") regarding enforcement of this Agreement or involving any third party. The parties intend that any and all goodwill in the Mark Licensed Marks arising from Licensee's or any applicable sublicensee's use of the Company Name Licensed Marks shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee or any permitted sublicensee is deemed to own any rights in the Mark, Licensed Marks, Licensee hereby irrevocably assigns (or shall cause such sublicensee to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith. View More
Ownership. Licensee acknowledges and agrees that, as between the parties, Licensor is the sole owner of all right, title and interest in and to the Mark. Licensee agrees not to do anything inconsistent with such ownership, including (i) filing to register any trademark or service mark containing the Mark or (ii) directly or indirectly challenging, contesting or otherwise disputing the validity or validity, enforceability of, or Licensor's ownership of or right, title or interest in, the Mark (and the assoc...iated goodwill), including without limitation, arising out of or relating to in any third-party claim, allegation, action, demand, proceeding or suit ("Action") regarding enforcement of this Agreement or involving any third party. The parties intend that any and all goodwill in the Mark arising from Licensee's or any applicable sublicensee's sublicensees' use of the Company Name, Domain Name or Ticker Symbol shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee or any sublicensee is deemed to own any rights in the Mark, Licensee hereby irrevocably assigns (or shall cause such sublicensee sublicensees to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith. View More
Ownership. Licensee acknowledges and agrees that, as between the parties, Licensor is the sole owner of all right, title and interest in and to the Mark. Marks. Licensee agrees not to do anything inconsistent with such ownership, including directly or indirectly challenging, contesting challenge, contest or otherwise disputing dispute the validity or enforceability of, or Licensor's ownership of or right, title or interest in, the Mark Marks (and the associated goodwill), including without limitation, aris...ing out of or relating to any third-party claim, allegation, action, demand, proceeding or suit ("Action") regarding enforcement of this Agreement or involving any third party. The parties intend that any and all goodwill in the Mark Marks arising from Licensee's or any applicable sublicensee's use of the Company Name shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee is deemed to own any rights in the Mark, Marks, Licensee hereby irrevocably assigns (or shall cause such sublicensee to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith. View More
Ownership. Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, formulas, discoveries, improvements, patents, trade secrets, designs, works, reports, computer software, flow charts and diagrams, procedures, data, documentation and writings and applications thereof relating to the past, present or future business of the Company that, alone or jointly with others, Executive may discover, conceive, create, make, develop, reduce to practice or acquir...e in the course of his employment with the Company (collectively, the "Developments") are works made for hire and shall remain the sole and exclusive property of the Company and Executive hereby assigns to the Company all of his right, title and interest in and to all such Developments. Executive agrees to promptly and fully disclose all future Developments to the Company and, at any time upon request and at the expense of the Company, execute, acknowledge and deliver to the Company all instruments that the company shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present or planned business of the Company shall be the property of the Company and shall be delivered to the Company promptly upon the termination of Executive's employment with the Company.View More
Ownership. Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, formulas, discoveries, improvements, patents, trade secrets, designs, works, reports, computer software, flow charts and diagrams, procedures, data, documentation and writings and applications thereof relating to the past, present or future business of the Company Steel Partners Group that, alone or jointly with others, Executive may have discovered, conceived, created, made, develop...ed, reduced to practice or acquired, from the inception of the Steel Partners Group to the present, or may, from the date of this Agreement through the termination of his employment with the Company, discover, conceive, create, make, develop, reduce to practice or acquire in the course of his employment with the Company Steel Partners Group (collectively, the "Developments") are works made for hire and shall remain the sole and exclusive property of the Company respective legal entity within the Steel Partners Group and Executive hereby assigns to the Company all of his right, title and interest in and to all such Developments. Executive agrees to promptly and fully disclose all future Developments to the Company and, at any time upon request and at the expense of the Company, execute, acknowledge and deliver to the Company all instruments that the company Company shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by Executive or made available to Executive concerning the Developments or otherwise concerning the past, present or planned business of the Company Steel Partners Group shall be the property of the Company respective legal entity within the Steel Partners Group and shall be delivered to the Company promptly upon the termination of Executive's employment with the Company. 6 8. Assignability. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of Executive), and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred: (a) to an Affiliate of the Company or (b) pursuant to a merger or consolidation in which the Company is not the continuing or surviving entity, or the sale or liquidation of all or substantially all of the assets of the Company, to one or more entities that have the financial and other ability to perform the Company's obligations under this Agreement; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to compensation and benefits which, to the extent permitted under applicable laws, shall be assignable by written notice to the Company of such assignment. View More
Ownership. Prior to due presentment of this Note for registration of transfer, the Issuer may treat the Holder in whose name this Note is registered in the Security Register as the absolute owner of this Note for receiving payments of principal and interest on this Note and for all other purposes whatsoever, whether or not this Note be overdue, and the Issuer shall not be affected by any notice to the contrary. 8 15. Notices. All notices to the Issuer under this Note shall be in writing and addressed to th...e Issuer at BANKGUAM HOLDING COMPANY, P.O. Box BW Hagatna, Guam 96932, Attention: JOAQUIN P.L.G. COOK, President and Chief Executive Officer, or to such other address as the Issuer may notify to the Holder (the "Payment Office"). All notices to the Holders shall be in writing and sent by first-class mail to each Holder at his or its address as set forth in the Security Register.View More
Ownership. Prior to due presentment of this Note for registration of transfer, the Issuer may treat the Holder in whose name this Note is registered in the Security Register as the absolute owner of this Note for receiving payments of principal and interest on this Note and for all other purposes whatsoever, whether or not this Note be overdue, and the Issuer shall not be affected by any notice to the contrary. 8 9 15. Notices. All notices to the Issuer under this Note shall be in writing and addressed to ...the Issuer at BANKGUAM HOLDING COMPANY, P.O. Box BW Hagatna, Guam 96932, Quaint Oak Bancorp, Inc., 501 Knowles Avenue, Southampton, Pennsylvania 18966, Attention: JOAQUIN P.L.G. COOK, President and Chief Executive Officer, or to such other address as the Issuer may notify to the Holder (the "Payment Office"). All notices to the Holders shall be in writing and sent by first-class mail to each such Holder at his or its address as set forth in the Security Register. View More
Ownership. 3.1 Licensor and its third-party licensors presently own and will continue to own all worldwide right, title, and interest in and to the Software and all worldwide Intellectual Property Rights therein, whether or not the Software, in whole or in part, is incorporated in or combined with any other product. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices of Licensor and its licensors appearing on the Software as delivered to Customer. ...Customer will reproduce such notices on all copies it makes of the Software. 3.2 Customer hereby grants Licensor a worldwide, non-exclusive, perpetual, irrevocable, sub-licensable, royalty-free license to use, modify, make derivative works of, and incorporate into the Software and Documentation, any feedback, input, comments and/or suggestions by Customer related to the Software and/or Documentation, including requests for modifications or improvements thereto. 3.3 All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights and licenses to "intellectual property," as such term is used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the "Code") (11 U.S.C. § 365(n)). Customer shall have all rights, elections, and protections under the Code and all other applicable bankruptcy, insolvency, and similar laws with respect to this Agreement. Without limiting the generality of the foregoing, Licensor acknowledges and agrees that if Licensor or its estate shall become subject to any bankruptcy or similar proceeding, subject to Customer's rights of election under Section 365(n), all licenses granted to Customer under this Agreement will continue subject to its terms and conditions, and will not be affected, even by Licensor's rejection of this Agreement.View More
Ownership. 3.1 Licensor and its third-party licensors presently own and will continue to own all worldwide right, title, and interest in and to the Software and all worldwide Intellectual Property Rights therein, whether or not the Software, in whole or in part, is incorporated in or combined with any other product. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices of Licensor and its licensors appearing on the Software as delivered to Customer. ...Customer will reproduce such notices on all copies it makes of the Software. 3.2 Customer hereby grants Licensor a worldwide, non-exclusive, nonexclusive, perpetual, irrevocable, sub-licensable, royalty-free license to use, modify, make derivative works of, and incorporate into the Software and Documentation, any feedback, input, comments and/or suggestions by Customer related to the Software and/or Documentation, including requests for modifications or improvements thereto. 3.3 All rights and licenses granted by Licensor under this Agreement are and shall be deemed to be rights and licenses to "intellectual property," as such term is used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the "Code") (11 U.S.C. § 365(n)). Customer shall have all rights, elections, and protections under the Code and all other applicable bankruptcy, insolvency, and similar laws with respect to this Agreement. Without limiting the generality of the foregoing, Licensor acknowledges and agrees that if Licensor or its estate shall become subject to any bankruptcy or similar proceeding, subject to Customer's rights of election under Section 365(n), all licenses granted to Customer under this Agreement will continue subject to its terms and conditions, and will not be affected, even by Licensor's rejection of this Agreement.View More
Ownership. Upon expiration of the applicable portion of the Performance Period and subject to the performance measure described in the attached Grant Notice, the Company shall transfer the Shares covered by the related portion of the award to the Participant's account with the Company's captive broker.
Ownership. Upon expiration of the applicable portion of the Performance Period and subject to the performance measure of Restriction described in the attached Grant Notice, the Company shall transfer the Shares covered by the related portion of the award to the Participant's account with the Company's captive broker.
