Assignment of Exclusivity Rights Sample Clauses

Assignment of Exclusivity Rights. Simultaneous with the closing of the IPO, the Corporation shall acquire from First Union an assignment of the exclusivity rights that First Union holds with respect to Xxxxxxx Xxxxxx pursuant to an Exclusivity Agreement between First Union and Xxxxxxx Xxxxxx (the “Exclusivity Agreement”) but solely as they relate to Net Lease Assets (the “Exclusivity Assignment”), and Xxxxxxx Xxxxxx shall consent to such Exclusivity Assignment. As defined, Net Lease Assets means (i) a property that is either (a) triple net leased or (b) where a tenant leases at least 85% of the rentable square footage of the property and, in addition to base rent, the tenant is required to pay some or all of the operating expenses for the property, and, in both (a) and (b) the lease has a remaining term, exclusive of all unexercised renewal terms, of more than 18 months, (ii) management agreements and master leases with terms of greater than three years where a manager or master lessee bears all operating expenses of the property and pays the owner a fixed return, (iii) securities of companies including, without limitation, corporations, partnerships and limited liability companies, whether or not publicly traded, that are primarily invested in assets that meet the requirements of clauses (i) and (ii), and (iv) all retenanting and redevelopment associated with such properties, agreements and leases, and all activities incidental thereto. The Corporation shall acquire the Exclusivity Assignment in exchange for the issuance of a number of shares of the Corporation’s common stock equal to $20,000,000 divided by the IPO price, 50% of which shall be immediately vested with the balance (the “Restricted Shares”) vesting ratably over 36 months on a monthly basis. All of the Restricted Shares shall be entitled to voting rights and to receive dividends. The unvested portion of the Restricted Shares shall be subject to forfeiture by First Union (the “Forfeiture Events”) if: (i) the Advisory Agreement (as hereinafter defined) is terminated by the Corporation for cause; (ii) Xxxxxxx Xxxxxx dies or becomes disabled unless the other members of NKT’s senior management remain in their positions; or (iii) Xxxxxxx Xxxxxx resigns as an officer and director of both the Corporation and NKT. Conversely, all of the Restricted Shares shall become immediately vested if: (i) the Corporation terminates the Advisory Agreement other than for cause; or (ii) NKT terminates the Advisory Agreement following a breach of a m...
Sample 1
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Related to Assignment of Exclusivity Rights

  • Grant of Exclusive License 1. Licensor hereby grants to Licensee an exclusive worldwide license with the right to sublicense others, to make, have made, use, sell and lease the Products described in the Licensed Patent Rights with reach-through rights reserved to Licensor.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • Patent License Licensor hereby grants to Licensee an exclusive, royalty-bearing, non-transferable license under the Licensed Patents to make, offer to sell, sell and export Licensed Products within the Field of Use and subject to the Field of Use Restrictions. This license shall not include the right to grant sublicenses.

  • Intellectual Property and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests to all the rights, ownership, interests and intellectual property rights arising from or created by either Party as a result of its performance of this Agreement, including but not limited to copyright, patent, patent application rights, trademark rights, software, technical secrets, trade secrets and other intellectual properties.

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