Ownership of Manager Sample Clauses
The 'Ownership of Manager' clause defines who holds the ownership interests in the entity serving as the manager within a contractual relationship. It typically outlines the individuals or entities that possess equity or control in the management company, and may specify restrictions on changes to this ownership structure, such as requiring consent before any transfer of interests. This clause is essential for ensuring transparency and stability in management, as it prevents unapproved changes in control that could affect the performance or direction of the managed entity.
Ownership of Manager. The Sub-Adviser shall notify the Trust of any change in ownership of the Sub-Adviser within a reasonable time after such change, to the extent such notification is required under Section 205(a)(3) of the Advisers Act (or any successor provision thereto).
Ownership of Manager. Developed IP.
(i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to Wingstop Franchisor. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by Wingstop Franchisor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized 12 by Trademarks included therein) to Wingstop Franchisor. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to Wingstop Franchisor shall include rights to use third-party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to Wingstop Franchisor. All applications to register Manager-Developed IP shall be filed in the name of Wingstop Franchisor.
(ii) The Manager agrees to cooperate in good faith with Wingstop Franchisor for the purpose of securing and preserving Wingstop Franchisor’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at Wingstop Franchisor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry Wingstop Franchisor’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by Wingstop Franchisor. The Manager hereby appoints Wingstop Franchisor as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following Wingstop Franchisor’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.
Ownership of Manager. To Manager’s knowledge, no person owning an interest in Manager is a Prohibited Person.
Ownership of Manager. The sole general partner of Manager is the Manager Representative. Manager Sponsor is the owner of all of the issued and outstanding capital stock of the Manager Representative, all of which capital stock has been validly issued and fully paid and is nonassessable. The only limited partner of Manager is Manager Sponsor. The stock of the Manager Representative and the limited partnership interests in Manager are owned free and clear of all Liens, warrants, options and rights to purchase. Manager has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.
Ownership of Manager. All of the outstanding and issued equity interests of Manager (the “Membership Units”), as of the date hereof, are owned by the Manager Equityholders. There are no (i) outstanding securities of Manager other than equity held by Manager Equityholders having the right to vote on any matters on which the holders of equity securities of Manager may vote or which are convertible into or exchangeable for, at any time, equity securities of Manager, (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating Manager to issue, deliver or sell, or cause to be issued, delivered or sold, any equity securities of Manager except as expressly set forth in this Agreement, (iii) outstanding contractual obligations of Manager to repurchase, redeem or otherwise acquire any equity securities or securities convertible into or exchangeable for equity securities of Manager, and (iv) voting trusts or other agreements or understandings to which Manager is a party or by which Manager is bound with respect to the voting, transfer or other disposition of its equity securities. The Membership Units have been duly authorized and validly issued, are fully paid and non-assessable, were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under which Manager is a party or otherwise bound.
Ownership of Manager. Manager Sponsor is the owner of all of the issued and outstanding capital stock of the Manager, all of which capital stock has been validly issued and fully paid and is nonassessable. The stock of the Manager and the ownership interests in Manager are owned free and clear of all Liens, warrants, options and rights to purchase. Manager has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.