Definitions from License Agreement
This Intellectual Property Transfer and License Agreement (Agreement) is made and entered into, as of February 7, 2010 (the Closing Date), by and between NXP B.V., a Dutch besloten venootshap (NXP), and NXP Holding 1 B.V., a Dutch besloten venootshap (Dutch Newco).
Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Acquired [****] Technology means the non-Patent Intellectual Property identified on Schedule 5.1(m), [****]
Definitions from Transaction Agreement
TRANSACTION AGREEMENT (this "Agreement") dated as of December 22, 2009 among GREENHILL & CO., INC., a Delaware corporation ("Greenhill"), GCP CAPITAL PARTNERS HOLDINGS INC., a Delaware corporation ("Newco"), GCP CAPITAL PARTNERS HOLDINGS LLC, a Delaware limited liability company ("Newco Holdco"), GREENHILL CAPITAL PARTNERS II LLC, a Delaware limited liability company ("New Manager"), and (solely for the purposes specified on the signature pages hereto) Robert H. Niehaus ("Niehaus") and each of the other individuals listed on the signature pages hereto (together with Niehaus, the "Acquirors").
Definitions. a) The following terms, as used herein, have the following meanings: "Advisers Act" means the Investment Advisers Act of 1940, as amended from time to time. "Affiliate" means, with respect to any Person, any other Person controlling, controlled by or under common control with the aforementioned Person; provided that, at and after the Closing, (x) no member of the Greenhill Group shall be an Affiliate of any member of the Newco Group, (y) no member of the Newco Group shall be an Affiliate of any member of the Greenhill Group and (z) no Existing Fund or any other investment vehicle or any portfolio company thereof shall be an Affiliate of any Person, in each case, for purposes of this Agreement.
Definitions from Intellectual Property Agreement
This INTELLECTUAL PROPERTY AGREEMENT is made, effective as of the ___day of ,2008 (the Effective Date), by and between Sampras Corporation, a Kansas corporation (Sampras), and NewCo LLC, a Delaware limited liability company (NewCo).
Definitions. Terms used in this agreement with initial capital letters have the meanings set forth or cross-referenced below. Assigned Patents means the Sampras Patents used exclusively in WiMAX or listed in Exhibit A, and including any and all continuations, continuations-in-part, divisions, reissues, reexaminations and renewals of any of them, and any foreign counterparts of any of the foregoing and any patents resulting from such inventions or patent applications. Controlled Affiliate means, with respect to any Person, any other legal entity that is directly or indirectly Controlled by that Person. Control (including the correlative terms controlling, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction ofthe management and policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise. Covenant Term means [*****] from the Effective Date or for so long as Sampras has an ownership interest in Newco, whichever is longer, except that with respect to the Sampras VOIP Patents it means [*****] from the Effective Date or for so long as Sampras has an ownership interest in Newco, whichever is longer. Derivative Works means work based upon one or more preexisting works or any other form in which a work may be recast, transformed, or adapted. Group means either the Sampras Group or the NewCo Group, as the context requires. Materials means documents, specifications, designs, plans, drawings or other tangible works of authorship, including any of the foregoing materials in electronic form, and any copyright rights therein (whether or not registered); except that, Materials does not include Software.