Conversion to Unrestricted License Sample Clauses

Conversion to Unrestricted License. (a) Effective upon the 5th anniversary of the Distribution Date, Sprint hereby grants, and will cause each other Sprint Group member that owns Sprint Proprietary Information or Sprint Materials to grant to any Person that is then an Embarq Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to use disclose, reproduce, distribute, publicly perform and display, prepare Derivative Works, license, sublicense and to exercise all other rights whether now known or later created, to (1) all Technical Proprietary Information and (2) Materials that solely contain Technical Proprietary Information, that in each case (i) is not Excluded IP,
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Conversion to Unrestricted License. (a) Effective upon the fifth (5th) anniversary of the Distribution Date, NTELOS hereby grants, and will cause each other NTELOS Group member that owns NTELOS Proprietary Information or NTELOS Materials to grant, to any Person that is then a Wireline Group member, and such Person accepts, a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to use disclose, reproduce, distribute, publicly perform and display, prepare Derivative Works, transmit, license, sublicense and to exercise all other rights whether now known or later created, to (1) all Technical Proprietary Information and (2) Materials that solely contain Technical Proprietary Information, that in each case (i) is not Excluded IP, (ii) was licensed under Section 3.02 to a Wireline Group member, or (iii) was in possession of a Wireline Group member as of the Distribution Date. No rights are granted to any Derivative Work created by any NTELOS Group member after the Distribution Date. NTELOS has no obligation to provide Proprietary Information or Materials or Derivative Works to any Person that is a Wireline Group member after the Distribution Date. (b) Effective upon the fifth (5th) anniversary of the Distribution Date, Wireline hereby grants, and will cause each other Wireline Group member that owns Wireline Proprietary Information or Wireline Materials to grant, to any Person that is then a NTELOS Group member, and such Person accepts, a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to use disclose, reproduce, distribute, publicly perform and display, prepare Derivative Works, transmit, license, sublicense and to exercise all other rights whether now known or later created, to (1) all Technical Proprietary Information and (2) Materials that solely contain Technical Proprietary Information, that in each case (i) is not Excluded IP, (ii) was licensed under Section 3.03 to a NTELOS Group member, or (iii) was in possession of a NTELOS Group member as of the Distribution Date. No rights are granted to any Derivative Work created by any Wireline Group member after the Distribution Date. No Wireline Group member has an obligation to provide Proprietary Information or Materials or Derivative Works to NTELOS after the Distribution Date.
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Related to Conversion to Unrestricted License

  • Designation of Restricted and Unrestricted Subsidiaries The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

  • Restricted Global Note to Unrestricted Definitive Note In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  • Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

  • BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  • Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph (iii).