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 Group 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.

• None of the Acquired Company Software that is owned or developed (or currently being developed) by any Group Company, or to the Company’s Knowledge, no other Acquired Company Software infringes, violates or makes unlawful use of any Intellectual Property right of, or contains any Intellectual Property misappropriated from, any other Person.

• 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 other Person.

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 the Owned Software and ------------------------- the Customer Software.

Acquired Company Software has the meaning set forth in Section 3.11(k). “Acquired Company System” means any information technology or computer system (including software, hardware, equipment, databases and telecommunications infrastructure) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of electronic or other data or information, in each case that is used in or necessary for the conduct of the business of any of the Acquired Companies (including any Acquired Company Web Site) at any time. “Acquired Company Web Site” means any public or private website, social media page or mobile application owned, maintained or operated at any time by or on behalf of any of the Acquired Companies, including the website at xxx.xxxxx.xxx, and any online service made available by any Acquired Company. “Acquisition Transaction” means any transaction or series of transactions involving: (a) the sale, license, sublicense or disposition of all or a material portion of any Acquired Company’s business or assets, including Intellectual Property and Intellectual Property Rights; (b) the grant, issuance, disposition or acquisition of: (i) any share capital, unit, membership interest or other equity security of, or Equity Interest in, any Acquired Company; (ii) any option, call, warrant or right (whether or not immediately exercisable) to acquire any share capital, unit or other equity security of, or Equity Interest in, any Acquired Company other than pursuant to an Company Employee Plan in a transaction permitted under Section 6.2; or (iii) any security, instrument or obligation that is or may become convertible into or exchangeable for any share capital, unit or other equity security of any Acquired Company; or (c) any merger, amalgamation, plan or scheme of arrangement, consolidation, business combination, reorganization or similar transaction involving any Acquired Company. “Action” means legal action, litigation, suit, mediation, arbitration or proceeding. “Adjusted Transaction Value” means an amount equal to: (a) $265,000,000; plus (b) the Aggregate Exercise Price; plus (c) the Closing Cash Amount; plus (d) any Working Capital Surplus Amount; minus (e) any Working Capital Shortfall Amount; minus (f) the Company Transaction Expense Amount; minus (g) the Closing Indebtedness Amount; minus (h) the Accrued Tax Amount. “Adjustment Amount” has the meaning set forth in Section 1.7(a). “Adjustment Escrow Amount” means $500,000.

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

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

Acquired Company Software has the meaning assigned to such term in Section 2.11(l) of the Agreement.

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.