Example ContractsClausesRecognition of Company’s Rights
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The Company’s Rights. The existence of this Award or the Restricted Shares shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

At all times during the term of the Manager’s association with ReGenX and thereafter, the Manager shall hold in strictest confidence and shall not disclose, use, lecture upon or publish any of ReGenX’s Proprietary Information (defined below), except to the extent such disclosure, use or publication may be required in direct connection with the Manager’s performance for ReGenX as a member of the Board of Managers or is expressly authorized in writing by an officer of ReGenX.

Recognition of Company’s Rights; Nondisclosure. Director agrees that, at all times during the term of Director’s association with the Company and thereafter, Director will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except to the extent such disclosure, use or publication may be required in direct connection with Director’s performing requested Services for the Company or is expressly authorized in writing by an officer of the Company. The term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company, including without limitation, information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees, consultants or other advisors of the Company. The term “Proprietary Information” does not include information that # is or becomes generally available to the public other than by disclosure in violation of this Agreement, # was within Director’s possession prior to being furnished to Director by the Company, as shown by written records, # becomes available to Director on a nonconfidential basis without breach of any confidentiality obligation to the Company, or # was independently developed by Director or obtained from a third party, in each case, without breach of any confidentiality obligation to the Company and without reference to the information provided by the Company, as shown by written records.

Company’s Rights in Intellectual Property. Employee agrees that all right, title and interest of every kind and nature, whether now known or unknown, in and to any Intellectual Property invented, created, written, developed, conceived or produced by Employee during Employee’s employment with Company # whether using Company’s equipment, supplies, facilities and/or Confidential Information, # whether alone or jointly with others, # whether or not contemplated by the terms of Employee’s employment, and # whether or not during normal working hours, that are within the scope of Company’s actual or anticipated business operations or that relate to any of Company’s actual or anticipated products or services are, and shall be, the exclusive property of Company and shall hereinafter be referred to as “Company Intellectual Property.”

Company’s Obligations. In return for “Participant’s Obligations” (as described in [Section 2] below), and provided that the Participant signs this Agreement and does not exercise the Participant’s rights to revoke or rescind the Participant’s waivers of certain discrimination claims (as described in [Section 5] below), will pay to the Participant the Severance.

Company’s Successors. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company without Executive’s consent to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) or any assignee thereof.

The Company hereby represents and warrants to the Employee that # the execution, delivery and performance of this Agreement by the Company do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and # upon the execution and delivery of this Agreement by the Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

Company’s Ownership. Employee agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes, and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during the Term, either alone or jointly with others, if on the Company’s time, using the Company’s equipment, supplies, facilities, or trade secret information or relating to the Company shall be owned exclusively by the Company, and Employee hereby assigns to the Company all Employee's right, title, and interest in all such intellectual property. The Employee agrees that the Company shall be the sole owner of all domestic and foreign patents or other rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent applications, or other documents that the Company may reasonably request. This provision is intended to apply only to the extent permitted by applicable law.

The Company’s Warranties. The Company warrants to Seller that: # this Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; # the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby will not conflict with, or constitute a breach of applicable Law; and # the Company has sufficient immediately available funds and assets to carry out its obligations under this Agreement, including the payment of the Purchase Price on the terms specified herein.

Company’s Fiscal Year. “Company’s Fiscal Year” means the period commencing on the Sunday that immediately follows the Saturday that is nearest to the last day in January through the Saturday that is nearest to the last day in January in the following year.

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