Certain Exemptions. The obligations to assign Inventions set forth in Section 5.1 apply with respect to all Inventions (a) whether or not such Inventions are conceived, made, developed or worked on by me during my regular hours of employment with the Company; (b) whether or not the Invention was made at the suggestion of the Company; (c) whether or not the Invention was reduced to drawings, written description, documentation, models or other tangible form; and (d) whether or not the Invention is related to the general line of business engaged in by the Company, but do not apply to Inventions that (x) I develop entirely on my own time or after the date of this Agreement without using the Company’s equipment, supplies, facilities or Proprietary Information; (y) do not relate to the Company’s business, or actual or demonstrably anticipated research or development of the Company at the time of conception or reduction to practice of the Invention; and (z) do not result from and are not related to any work performed by me for the Company. I hereby acknowledge and agree that the Company has notified me that, if I reside in the state of California, assignments provided for in Section 5.1 do not apply to any Invention which qualifies fully for exemption from assignment under the provisions of Section 2870 of the California Labor Code (“Section 2870”), a copy of which is attached as Exhibit B. If applicable, at the time of disclosure of an Invention that I believe qualifies under Section 2870, I shall provide to the Company, in writing, evidence to substantiate the belief that such Invention qualifies under Section 2870. I further understand that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, Section 5.1 shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes.
Certain Exemptions. The obligations to assign Inventions set forth in Section 8.1 apply with respect to all Inventions (a) whether or not such Inventions are conceived, made, developed or worked on by Executive during Executive’s regular hours of employment with the Company; (b) whether or not the Invention was made at the suggestion of the Company; (c) whether or not the Invention was reduced to drawings, written description, documentation, models or other tangible form; and (d) whether or not the Invention is related to the general line of business engaged in by the Company, but do not apply to Inventions that (x) Executive develops entirely on Executive’s own time or after the date of this Agreement without using the Company’s equipment, supplies, facilities or Proprietary Information; (y) do not relate to the Company’s business, or actual or demonstrably anticipated research or development of the Company at the time of conception or reduction to practice of the Invention; and (z) do not result from and are not related to any work performed by Executive for the Company. Executive understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, Section 8.1 shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes.
Certain Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities and Blue Sky laws and that the Company is relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Certain Exemptions. An Investor, Founder or Baby-C Holder may make (i) a gift of shares of the Company to his or her spouse, issue, other members of his or her immediate family, to a custodian for the benefit of such Investor's issue or to a trust for the benefit of such Investor, spouse, issue or other members or (ii) a distribution to such Investor's partners, members, equity owners and affiliates, or (iii) a transfer to such Investors' partners, members, equity owners and affiliates, without complying with the provisions of this Section 4. Such transferees shall hold such shares of the Company subject to the right of first refusal set forth in this Section 4 and shall be required to confirm same in writing prior to receipt of such shares.
Certain Exemptions. TERMINATION The Preemptive Right shall not apply to the issuance or sale of any Newly Issued Shares (a) pursuant to stock option or stock purchase plans or agreements or other similar plans or agreements approved by the Board of Directors of the Company, (b) pursuant to the acquisition assets other than cash or marketable securities in consideration of the issuance of shares of Common Stock by the Company, or (c) pursuant to a public offering.
Certain Exemptions. Such Purchaser understands that the Securities have not been registered under the Securities Act or any state securities or Blue Sky laws, that the Securities are being offered and sold to such Purchaser in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities and Blue Sky laws and that the Company is relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.
Certain Exemptions. The obligations to assign Inventions set forth in Section 4.1 apply with respect to all Inventions (a) whether or not such Inventions are conceived, made, developed or worked on by the Executive during the Executive’s regular hours of employment with the Company; (b) whether or not the Invention was made at the suggestion of the Company; (c) whether or not the Invention was reduced to drawings, written description, documentation, models or other tangible form; and (d) whether or not the Invention is related to the general line of business engaged in by the Company, but do not apply to Inventions that (x) the Executive develops entirely on the Executive’s own time or after the date of this Agreement without using the Company’s equipment, supplies, facilities or Proprietary Information; and (y) do not relate to the Company’s business, or actual, prospective or demonstrably anticipated research or development of the Company at the time of conception or reduction to practice of the Invention.. The Executive further understands that, to the extent this Agreement shall be construed in accordance with the laws of any jurisdiction which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, Section 4.1 shall be interpreted not to apply to any Invention which a court rules and/or the Company agrees falls within such classes.
Certain Exemptions. Any amount paid under this Agreement that (x) satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulations Section 1.409A-1(b)(4) or (y) qualifies as a payment made as a result of an involuntary separation from service pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii) that does not exceed the limit set forth in Treasury Regulations Section 1.409A-1(b)(9)(iii)(A) will not constitute a Deferred Payment for purposes of Section 10.1. All amounts paid under this Agreement will be paid to Executive as provided under the Agreement, but in no event later than the last day of the second taxable year of Executive following the taxable year of Executive in which Executive’s Separation from Service occurs.
Certain Exemptions. The obligations to assign Inventions set forth in Section 5.1
