Purchaser Ownership Clause Samples
The Purchaser Ownership clause establishes that ownership of specified goods, assets, or intellectual property transfers to the purchaser upon fulfillment of certain conditions, such as payment or delivery. In practice, this clause clarifies when and how the purchaser gains legal title, which may occur immediately upon purchase or after all contractual obligations are met. Its core function is to eliminate ambiguity regarding ownership rights, thereby reducing the risk of disputes over possession or use of the purchased items.
Purchaser Ownership. Assuming that the Company’s representations in Section 2.3 with respect to the number of outstanding shares of Common Stock are accurate as of the Closing, the Purchaser will not beneficially own more than 19.99% of the Common Stock immediately following the Closing. For purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act.
Purchaser Ownership. Such Purchaser does not now, and, immediately following the consummation of the transactions contemplated by this Agreement and assuming the immediate exercise in full of such Purchaser’s Warrant, such Purchaser will not, own (beneficially or otherwise) ten percent (10%) or more of the issued and outstanding Common Shares.
Purchaser Ownership. All of the issued and outstanding share capital of Purchaser is, and at the Closing will be, solely owned by Rollover Shareholder. Purchaser was formed solely for the purpose of engaging in the Transactions, and it has not conducted any business prior to the date hereof and has no, and prior to the Closing will have no, assets, liabilities or obligations of any nature other than in connection with those incident to its formation and capitalization pursuant to this Agreement and the Transactions.
Purchaser Ownership. All Intellectual Property owned by the Purchaser as of the Agreement Date, along with any and all Intellectual Property developed or created by or on behalf of Purchaser following the Agreement Date (the "Purchaser Owned Intellectual Property"), and any and all Intellectual Property conceived of and/or constructively or actually reduced to practice by the Purchaser, employees or agents of the Purchaser, the Company or employees or agents of the Company as a result of the research and development performed by the Purchaser pursuant to paragraphs 5.4(a) and (b) above, whether developed jointly with the Company or alone by any party, and whether or not constituting a new use, modification, enhancement or improvement to the Products (the "R&D Intellectual Property" and collectively with the Purchaser Owned Intellectual Property, the "Purchaser Intellectual Property") is, and shall be, owned solely and exclusively by the Purchaser and shall be, and remain, the sole and exclusive property of Purchaser, subject to the license, if any, granted the Company pursuant to Section 5.4(d) below. The Company, any employees or agents of the Company and/or the Principal Shareholders shall assign (and do hereby assign) to the Purchaser all of their right, title and interest in and to any and all R&D Intellectual Property, and the Company, any employees or agents of the Company and/or the Principal Shareholders shall execute and deliver, at no charge, all agreements or instruments deemed reasonably necessary to effectuate any assignment of right.
Purchaser Ownership. Purchaser is a wholly-owned, direct or indirect subsidiary of Sprint Nextel Corporation.