Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company, in each case, have been duly and validly assigned to the Company without any conflict or breach of any such founder’s obligations to any third party, and the Company has no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Founders. All rights in, to and under all Intellectual Property created by the Company’s founders for or on behalf or in contemplation of the Company (i) prior to the inception of the Company or (ii) prior to their commencement of employment with the Company have been duly and validly assigned to the Company.
Founders. A group of parents and concerned citizens began meeting together in early 2011 as a result of students from Westside Elementary being moved to another school in District 91 to alleviate crowding in their current building. The District had a bond fail which would have addressed this issue among others. Xxxxx X Xxxxxxxx, founder of North Valley Academy Charter School in Gooding, Idaho, has grandchildren in District 91. As a representative of the founding group, Xxx. Xxxxxxxx met with representatives of District 91 to explore the possibilities of establishing a charter school in the boundaries of said district. During the course of the conversation it was made clear that the district is aware of the concerns of the parents, but that with their elementary schools at 97% capacity and the bond having failed, it is a matter of expediency for the district to move the children as needed. The district was very cordial and professional. The district offers magnet schools at this time; however, the founding group is convinced a new charter school is the best option. American Heritage Charter School will be founded upon many of the same goals and principles as North Valley Academy, including a rigorous, patriotic education. The impact upon the citizens of Idaho Falls should be very positive, as (1) charter schools do not operate on property tax money, and (2) another school in the district would help alleviate crowding. The prospective patrons are very excited about the establishment of the first elementary grade charter school on the west side of Idaho Falls. An organizing group of founders has written the initial petition for a Charter for AHCS and have recruited and appointed an initial Governing Board of Directors, hereafter referred to as the Board. The founders will continue to be a data gathering entity, recommending curriculum, teaching instruction, professional development and/or daily operations that will reflect the vision, purpose, and mission of AHCS to the AHCS Board. Additional founding members may be recruited prior to the official opening of the first school year in order to accomplish the goals of
Founders. All rights in, to and under all Intellectual Property created by the Company’s or any of the Subsidiaries’ founders for or on behalf of the Company or any of the Subsidiaries (i) prior to the inception of the Company or any of the Subsidiaries or (ii) prior to their commencement of employment with the Company or any of the Subsidiaries have been duly and validly assigned to the Company or one of the Subsidiaries and the Company and the Subsidiaries have no reason to believe that any such Person is unwilling to provide Acquirer or the Company with such cooperation as may reasonably be required to complete and prosecute all appropriate United States and foreign patent and copyright filings related thereto.
Founders. Below is a list of original Founders who have made material contributions to the establishment of the Academy by giving their time, effort, energy and resources to the creation and formation of the charter, including the formation of the school and its policies, mission statement, methods and governance structure. The original founders are: Xxxxxxxx and Xxxx Xxxx, Xxxxx and Xxxx Xxxxx, Xxxxxx and Xxxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Xxxxxx Xxxxxx, Xxxxxx and Xxxxxx Xxxxxx, Xxx Xxxxxx, Idaho Central Credit Union, and Xxxx Xxxxxxxx. Additional Founders may be added up to the time of initial enrollment, by majority vote of the Board of Directors. These additional Founders may be persons, employees, or staff who contribute significantly to the development of the school in ways such as: participating as volunteers in the creation and development of the school’s physical location, structures, grounds, and general campus, and by other actions, donations, and volunteer activities without which the school would not come into existence.
Founders. Each of the Founders hereby undertakes and agrees as follows:
Founders. Our vision for a charter school using Waldorf-trained teachers and Waldorf methods began three years ago. The Wood River Valley is home to one of only two Waldorf schools in Idaho. For the past 7 years, a non-profit private school located in Bellevue, Idaho, The Mountain School, has educated children of the Wood River Valley. With the downturn in the economy over these past three years, the school is slated to close its doors. A group of interested, passionate and active parents and staff began to investigate founding a public Waldorf school that would bring this methodology into the public arena. Through their research, they uncovered the national burgeoning public Waldorf charter school movement and began communicating with schools in Colorado, California, Washington and Oregon. Recognizing that traditional school settings work well for most children but not all, this group is now presenting this petition to diversify the educational opportunities for students and parents in the Wood River Valley through establishing Syringa Mountain School. The Founders of Syringa Mountain School represent a larger group of interested and committed parents, educators, and community members (See Appendix D).
Founders. A Founder is defined in Section 33- 5202(a)(3), Idaho Code, and means a person, including employees or staff of a public charter school, who makes a material contribution toward the establishment of a public charter school in accordance with criteria determined by the Board of the public charter school, and who is designated as such at the time the Board of Directors acknowledges and accepts such contribution. The criteria for determining when a person is a founder will not discriminate against any person on any basis prohibited by the federal or state constitutions or any federal, state, or local law. The designation of a person as a founder, and the admission preferences available to the children of a founder, will not constitute pecuniary benefits.
Founders. All instruments evidencing Common Shares held --------- by the Founders shall bear the following legends: "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT CONTAINED IN THE SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT DATED DECEMBER 13, 1999. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION." "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT CONTAINED IN THE SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT DATED DECEMBER 13, 1999 (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT."
Founders s/ Xxxx X. Xxxxx ---------------------------------- Xxxx X. Xxxxx /s/ Xxxxxxx Xxxxx ---------------------------------- Xxxxxxx Xxxxx /s/ K. Xxxx Xxxxxxx ---------------------------------- K. Xxxx Xxxxxxx 38 - Investors' Rights Agreement EXHIBIT C [FORM OF PURCHASE INSTALLMENT NOTE] CASCADE MICROTECH, INC. 6% INSTALLMENT NOTE No._________ ________________ , 19___ $________________ PPN______________ FOR VALUE RECEIVED, the undersigned, Cascade Microtech, Inc. (the "Company"), a corporation organized and existing under the laws of the State of Oregon hereby promises to pay to Teachers Insurance and Annuity Association of America, or its registered assigns, the principal sum of _________________DOLLARS in three equal installments each in the amount of $____________________DOLLARS, the first payment to occur on _________,_____ with like payments to be made on the first and second anniversaries of such date. This Purchase Installment Note ("Note") shall bear interest (computed on the basis of a 360-day year) on the unpaid balance thereof at the rate of 6% per annum from the date hereof, and all accrued but unpaid interest shall be paid on the dates on which Note principal is to be paid as set forth in the preceding sentence. Payments of principal and interest on this Note shall be made in lawful money of the United States of America at ________________ or at such other place as the holder of this Note shall have designated by written notice to the Company as provided in the Investors' Rights Agreement referred to below. This Note is issued pursuant to Section 2.25 of the Investors' Rights Agreement, dated as of December 16, 1999 (as amended from time to time, the "Investors' Rights Agreement"), among and between the Company and the respective Investors and Shareholders named therein. Each holder of this Note will be deemed, by its acceptance hereof to have agreed to the confidentiality provisions set forth in the Nondisclosure and Restricted Use Agreement attached as Exhibit C to the Investors' Rights Agreement. Any unpaid principal and accrued interest of this Note may be prepaid, in whole or from time-to-time in part, without penalty, at the sole election of the Company. So long as this Note is outstanding, the registered holder shall be entitled to receive the following financial information of the Company:
