Effects of This Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Lien on, any Company IP; (ii) a breach of any Licensed IP Contract or Company IP Contract; (iii) Buyer or any of its Affiliates, or the Company or any Subsidiary, becoming bound by or subject to any non-compete or other restriction on the operation or scope of their respective businesses; (iv) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; (v) Buyer or any of its Affiliates, or the Company or any Subsidiary, becoming obligated to pay any royalties or other fees or amounts with respect to Intellectual Property of any third party in excess of those payable by the Company and its respective Subsidiaries in the absence of this Agreement or the transactions contemplated hereby; or (vi) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP or any Intellectual Property or Intellectual Property Rights of Buyer or any of its Affiliates. Neither the Company nor any Subsidiary has claimed any status in the application for or registration of any Company Registered Intellectual Property, including “small business status,” that would be invalid or inaccurate following the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (F5 Networks Inc)
Effects of This Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement Related Agreements, nor the consummation by the Company of any of the transactions contemplated by this Agreement or any such other agreement Related Agreement will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss ofof (including any incremental loss of rights with respect to), or Lien on, any Company IP or, pursuant to the terms of any Company IP Contract, a loss of the Company’s or any Subsidiary’s rights to any Licensed IP; (ii) a breach of any Licensed IP Contract or Company IP Contract; (iii) Buyer or any of its Affiliates, or the Company or any SubsidiarySubsidiary (or, pursuant to the terms of any Company IP Contract, Buyer or its Affiliates) becoming bound by or subject to any non-compete or other restriction on the operation or scope of their respective businesses; (iv) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; (v) Buyer or any of its Affiliates, or the Company or any Subsidiary, Subsidiary becoming obligated to pay any royalties or other fees or amounts with respect to Intellectual Property of any third party other Person in excess of those payable by the Company and its respective each of the Subsidiaries in the absence of this Agreement or the transactions contemplated hereby; or (vi) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in License under any of the Company IP or or, pursuant to the terms of any Company IP Contract, under any Intellectual Property or Intellectual Property Rights of the Buyer or any of its Affiliates. Neither the Company nor any Subsidiary has claimed any status in the application for or registration of any Company Registered Intellectual PropertyIP, including “small business status,” that would be invalid or inaccurate following the consummation by the Company of the transactions contemplated by this Agreement or any Related Agreement.
Appears in 1 contract
Sources: Merger Agreement (F5 Networks, Inc.)
Effects of This Transaction. Neither the execution, delivery or performance of this Agreement or any other agreements referred to in this Agreement Related Agreements, nor the consummation of any of the transactions contemplated by this Agreement or any such other agreement Related Agreement will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss ofof (including any incremental loss of rights with respect to), or Lien on, any Company IP or, pursuant to the terms of any Company IP Contract, a loss of the Company’s or any Subsidiary’s rights to any Licensed IP; (ii) a breach of any Licensed IP Contract or Company IP Contract; (iii) Buyer or any of its Affiliates, or the Company or any SubsidiarySubsidiary (or, pursuant to the terms of any Company IP Contract, Buyer or its Affiliates) becoming bound by or subject to any non-compete or other restriction on the operation or scope of their respective businesses; (iv) the release, disclosure or delivery of any Company IP by or to any escrow agent or other Person; (v) Buyer or any of its Affiliates, or the Company or any Subsidiary, Subsidiary becoming obligated to pay any royalties or other fees or amounts with respect to Intellectual Property of any third party in excess of those payable by the Company and its respective each of the Subsidiaries in the absence of this Agreement or the transactions contemplated hereby; or (vi) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in License under any of the Company IP or or, pursuant to the terms of any Company IP Contract, under any Intellectual Property or Intellectual Property Rights of the Buyer or any of its Affiliates. Neither the Company nor any Subsidiary has claimed any status in the application for or registration of any Company Registered Intellectual PropertyIP, including “small business status,” that would be invalid or inaccurate following the consummation of the transactions contemplated by this Agreement or any Related Agreement.
Appears in 1 contract
Sources: Merger Agreement (F5 Networks, Inc.)