Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Macrovision Corp), Series D Preferred Stock Purchase Agreement (Macrovision Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no active contracts, agreements, understandings, instruments, contractsleases, commitments, understandings, proposed transactions, judgments, orders, writs or decrees to which the Company or any Subsidiary is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), 100,000 or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's ’s or any Subsidiary’s products or services or (iii) indemnification by the Company or any Subsidiary with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Neither the Company nor any Subsidiary has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory products or services in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement, Series D Preferred Stock Purchase Agreement (Homeaway Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There Except as explicitly contemplated by the Transaction Documents, and agreements entered into in the ordinary course of business, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of the Subsidiaries is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of the Subsidiaries in excess of $10,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the development, manufacture Company or distribution any of the Company's products or services Subsidiaries, or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor any of the Subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances to the Company's employees for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For Except as disclosed in Section 2.12 of the purposes Schedule of subsections (b) and (c) aboveExceptions or as set out in the Transaction Documents, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose not entered into any binding letters of meeting the intent with any corporation, partnership, association, other business entity or any individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion regarding (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporationsother business entity, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) % of the voting power of the Company company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding winding-up of the Company.
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (Printcafe Software Inc), Series E Preferred Stock Purchase Agreement (Printcafe Software Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing the Agreements and agreements between the Company and its employees with respect to the sale sales of the Company's ’s Common Stock, there are no agreements, understandings or proposed transactions between the Company or its Subsidiary and any of its their respective officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or its Subsidiary is a party or to its knowledge by which it either is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company or its Subsidiary in excess of of, $10,000 (75,000 other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of the Company’s or its Subsidiary’s business), or (ii) provisions restricting the license of any patent, copyright, trade secret or other proprietary right to or from the Company or its Subsidiary, or (iii) the granting of any rights affecting the development, manufacture manufacture, licensing, marketing, sale or distribution of the Company's ’s or its Subsidiary’s products or services or (iiiiv) indemnification by the Company or its Subsidiary with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Neither the Company nor its Subsidiary has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stockstock or other equity interests, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (75,000 or, in the case of indebtedness and/or liabilities individually less than $10,00075,000, in excess of $25,000 150,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) Neither the Company nor its Subsidiary has entered into any letter of intent, memorandum of understanding or other similar document in the past three months (i) with any representative of any corporation or corporations regarding the merger of the Company or its Subsidiary with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or its Subsidiary or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company or its Subsidiary would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company or its Subsidiary. For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has or its Subsidiary have reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as created or incurred in the ordinary course of business, as related to the Company's Universal Docking Station, or for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $10,000 (other than obligations of, or payments to$100,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany or any of its subsidiaries, manufacture (iii) the grant of rights (excluding contract manufacturing rights and relationships) to manufacture, produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services sell its products; or (iiiiv) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred individually in excess of $25,000 or in excess of $100,000 in the aggregate, other than in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate)business, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesand relocation expenses and the like, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Mobility Electronics Inc), Series C Preferred Stock and Warrant Purchase Agreement (Mobility Electronics Inc)
Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture or distribution other proprietary right of the Company's products or services Company or (iii) indemnification by the Company with respect to infringements of proprietary rights (any other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)material obligation.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, other than as contemplated by this Agreement, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) The Company has delivered to SICOR a true and complete copy of each agreement listed on the Schedule of Exceptions.
Appears in 2 contracts
Sources: Master Agreement, Master Agreement (Metabasis Therapeutics Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and the agreements between the Company and its employees with respect to the sale of the Company's Common Stockset out in Exhibit D, there are no agreements, understandings or proposed transactions or arrangements between the Company Group and any third parties and any of its the Group's officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which any member of the Company Group is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company Group in excess of $US$10,000 in aggregate, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Group (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the CompanyGroup's products or services services, or (iiiiv) indemnification by the Company Group with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $US$10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, or (v) agreed to repay or redeem any shares of its capital stock or otherwise reduced or agreed to reduced its issued capital stock.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (GTM Holdings Inc), Common Stock Purchase Agreement (GTM Holdings Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off-the-shelf” products) or (iii) obligations of, or payments toby, the Company arising from purchase to any officer, director, employee or sale agreements entered into in the ordinary course family member of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)any such individual.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) The Company is not a party to and (c) aboveis not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Certificate or Bylaws, agreements, understandings, instruments, contracts which materially adversely affects its business as now conducted and as proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsconducted.
(e) The Company has not engaged in the past twelve (12) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series E Preferred Stock and Warrant Purchase Agreement (Xcyte Therapies Inc), Series F Preferred Stock and Warrant Purchase Agreement (Xcyte Therapies Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockexpressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as contemplated by this Agreement or as listed on SCHEDULE 2.13 hereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's products or services services, or (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)and any Person.
(c) The Except as listed on SCHEDULE 2.13 hereto, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association lease or other business entity agreement or instrument or subject to any individual regarding the sale, conveyance charter or disposition of all or substantially all of the assets of corporate restriction which has a material adverse effect on the Company, or a transaction limits or series of related transactions in which more than fifty percent (50%) of restricts the voting power ability of the Company to carry out its obligations under this Agreement. The Company is disposed ofnot in default in any respect in the performance, observance or (iii) regarding fulfillment of any other form of acquisition, liquidation, dissolution or winding up of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.
(f) The contracts, agreements and instruments listed on SCHEDULE 2.13 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Appears in 2 contracts
Sources: Conversion Agreement (Viva Gaming & Resorts Inc), Conversion Agreement (Viva Gaming & Resorts Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockexpressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as contemplated by this Agreement or as listed on Schedule 2.14 hereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's products or services services, or (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)and any Person.
(c) The Except as listed on Schedule 2.14 hereto, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association lease or other business entity agreement or instrument or subject to any individual regarding the sale, conveyance charter or disposition of all or substantially all of the assets of corporate restriction which has a material adverse effect on the Company, or a transaction limits or series of related transactions in which more than fifty percent (50%) of restricts the voting power ability of the Company to carry out its obligations under this Agreement. The Company is disposed ofnot in default in any respect in the performance, observance or (iii) regarding fulfillment of any other form of acquisition, liquidation, dissolution or winding up of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.
(f) The contracts, agreements and instruments listed on Schedule 2.14 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Viva Gaming & Resorts Inc), Stock Purchase Agreement (Viva Gaming & Resorts Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing this Agreement and agreements between as set forth on Schedule 4.08, the Company and is not a party to any contract with any director, stockholder, officer or employee of the Company or any of its employees Affiliates (other than with respect to employment that is terminable at will), and no director, officer or employee of the sale Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company's Common Stock, there are no agreements, understandings or as presently conducted and as proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereofto be conducted.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of $10,000 (other than obligations of, or payments toUSD$500,000 per annum, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture manufacture, licensing, marketing, sale or distribution of the Company's ’s products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (USD$50,000 or, in the case of indebtedness and/or liabilities individually less than $10,000USD$150,000, in excess of $25,000 USD$300,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of businessbusiness or in connection with the liquidation of obsolete inventory and spare parts.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Myos Rens Technology Inc.), Securities Purchase Agreement (Myos Rens Technology Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof, in addition to employment agreements.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$100,000, or (ii) provisions restricting or adversely affecting the development, manufacture or distribution conduct of the Company's products ’s business or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)operations.
(c) The Since March 1, 2009 the Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 250,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Articles of Incorporation or series its Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company and each of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, its Subsidiaries have no outstanding loans to its officers or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companydirectors.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sylios Corp), Securities Purchase Agreement (Adventure Energy, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except for the Transactional Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 50,000, or (ii) the license of any patent, copyright, trade secret or other than proprietary right to or from the Company, or (iii) obligations of, or payments toby, the Company arising from purchase to any officer, director, employee or sale agreements entered into in the ordinary course family member of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)any such individual.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) The Company is not a party to and (c) aboveis not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Restated Certificate or Bylaws, agreementsthat adversely affects its business as now conducted or as proposed to be conducted, understandings, instruments, contracts and proposed transactions involving the same person its properties or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsits financial condition.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
(f) All contracts to which the Company is a party or by which its assets may be bound are valid, binding and in full force and effect, and no material breach or default, or event which, with notice or lapse of time or both, would constitute any such material breach or default by the Company (or, to the best knowledge of the Company, by any other party thereto), exists with respect thereto. The Company has received no notice of cancellation or non-renewal of any material contract.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aerogen Inc), Stock Purchase Agreement (Aerogen Inc)
Agreements; Action. (a) Except as set forth on the Schedule of Exceptions and except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereoftheir respective affiliates.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.any
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Jato Communications Corp), Series C Preferred Stock Purchase Agreement (Jato Communications Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between under the Company and its employees with respect to the sale of the Company's Common StockRelated Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates stockholders or any affiliate thereofof any of the foregoing.
(b) There Except for agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company or a subsidiary in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)25,000, or (ii) provisions restricting the transfer or affecting license of any Intellectual Property right to or from the developmentCompany or a subsidiary, manufacture or distribution of the Company's products or services or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affect the Company's, or a subsidiary's, exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary Intellectual Property rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate)25,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Neither the Company has reason nor any of its subsidiaries is a party to believe are affiliated therewith) shall or is bound by any contract, agreement or instrument, or subject to any restriction under their Certificate of Incorporation or bylaws, which materially adversely affects their business as now conducted and as proposed to be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsconducted, their properties or their financial condition.
(e) The Neither the Company has not nor any of its subsidiaries have engaged in the past twelve (12) months in any discussion (i) with any representative of any corporation company or corporations firm regarding the consolidation or merger of the Company with or into any such corporation or corporationsother entity, (ii) with any corporation, partnership, association company or other business entity firm or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, recapitalization, restructuring, reorganization, liquidation, dissolution or winding up of the CompanyCompany or, (iv) regarding the filing of a voluntary petition in bankruptcy.
Appears in 1 contract
Sources: Purchase Agreement (Camden Partners Strategic Ii LLC)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company Borrower and any of its officers, directors, affiliates Affiliates or any affiliate thereofAffiliate thereof (other than this Agreement and the other Loan Documents).
(b) There Except as explicitly contemplated by the Loan Documents, and agreements entered into in the ordinary course of business or set forth on SCHEDULE 3.9, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company any Group Member is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company any Group Member in excess of $10,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the developmentother proprietary right to or from any Group Member, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Borrower's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Company No Group Member has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually Indebtedness in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregateaggregate (other than under this Agreement and as set forth on SCHEDULE 6.2(c)), (iii) made any loans or advances to any person, other than ordinary advances to such Group Member's employees for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For Except as disclosed in SCHEDULE 3.9 or as set out in the purposes of subsections (b) and (c) aboveLoan Documents, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company Borrower has not engaged in entered into any discussion binding letters of intent with any corporation, partnership, association, other business entity or any individual regarding (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company Borrower with or into any such corporation or corporationsother business entity, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Borrower or a transaction or series of related transactions in which more than fifty percent (50%) % of the voting power of the Company Borrower is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding winding-up of the CompanyBorrower.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, agreements or understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.thereof (except for transactions with Unidym Acquisition, LLC, of which the Company is a wholly owned subsidiary, and except for quarterly allocations for services performed by Arrowhead) and except as set forth on Schedule 2.11,
(ba) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).services, and
(cb) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments toto or by, the Company in excess of $10,000 100,000 (other than obligations of, or payments toto or by, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) borrowing of money, or (v) payment of broker's or finder's fees, or (vi) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business), or (vii) any other material contract or any contract that if breached would have a material adverse effect. All such items, regardless of their monetary amount, are set forth in the Schedule of Exceptions.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) Except as set forth on the Schedule of Exceptions, There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) ), except as set forth on Schedule 2.12(c)(ii), incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Restated Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.
Appears in 1 contract
Sources: Series a Debenture Purchase Agreement (CleanTech Biofuels, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and contemplated hereby, agreements between the Company and its employees with respect to the sale of Common Stock and as set forth on the Company's Common StockSchedule of Exceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directorsdirectors or affiliates, affiliates or any affiliate or relative thereof.
(b) There Except as set forth on the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Except as set forth on the Schedule of Exceptions, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockstock (other than stock splits), (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business and disclosed in the Financial Statements) individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, (iv) repurchased, redeemed or otherwise acquired any shares of its capital stock or agreed to do so, or (ivv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Rightnow Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)25,000, or (ii) provisions restricting the transfer or affecting license of any patent, copyright, trade secret or other proprietary right to or from the developmentCompany (other than licenses arising from the purchase of "off the shelf" or other standard products), manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Spirent PLC)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect by Amendment No. 1 to the sale of the Company's Common StockInvestors' Rights Agreement dated October 30, 1996 and any Ancillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the The Company is not a party to any contract, agreement, lease, commitment or to its knowledge by which it is bound which may involve proposed transaction, written or oral, absolute or contingent, other than (i) obligations contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000, and do not extend for more than one (contingent or otherwise1) ofyear beyond the date hereof, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements ii) sales contracts entered into in the ordinary course of business), and (iii) contracts terminable at will by the Company on no more than thirty (30) days notice without cost or (ii) provisions restricting liability to the Company and that do not involve any employment or affecting consulting arrangement and are not material to the development, manufacture or distribution conduct of the Company's products business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the acquisition or services or (iii) indemnification by disposition of the Company with respect Company's technology, shall not be considered to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements be contracts entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 300,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Corsair Communications Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common Stockany Ancillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Certificate of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted in the Business Plan, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or Company of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Corsair Communications Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common StockStock pursuant to the grant of stock options, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Genomica Corp /De/)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$100,000, or (ii) provisions restricting or adversely affecting the development, manufacture or distribution conduct of the Company's products ’s business or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)operations.
(c) The Since June 30, 2005 the Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 250,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Articles of Incorporation or series its Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company and each of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, its Subsidiaries has no outstanding loans to its officers or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companydirectors.
Appears in 1 contract
Sources: Securities Purchase Agreement (Whos Your Daddy Inc)
Agreements; Action. (a) Except for this Agreement, the Related Agreements or any other agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (15,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (, other than indemnification obligations licenses arising from the purchase of “off the shelf” or sale agreements entered into in the ordinary course of business)other standard products.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (15,000 or, in the case of indebtedness and/or liabilities individually less than $10,00015,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by the Company and its employees with respect to the sale of the Company's Common StockTransaction Documents, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except for this Agreement, the Governance Agreement, the Strategic Alliance Agreement and the Collaboration Agreement dated as of November 14, 2002 by and between the Company and the Investor (the “Collaboration Agreement”), there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services; (ii) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services ; or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, 1,000,000 or in the case of indebtedness and/or liabilities individually less than $10,000, aggregate in excess of $25,000 in the aggregate)5,000,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and subsection (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts indebtedness and proposed transactions liabilities involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs writs, or decrees decrees, excluding trade payables, to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, of the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)100,000.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution distribution, upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or borrowed, (iii) incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 1,000,000 in the aggregate), (iiiiv) made any loans or advances to any person, other than ordinary advances for travel expenses, or (ivv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(c) There are no agreements, understandings, instruments, contracts. or proposed transactions between the Company and any officer, director, or affiliate thereof.
(d) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and contracts, proposed transactions transactions, judgments, orders, writs, or decrees involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations outside the normal course of business (contingent or otherwise) of, or payments to, to the Company in excess of, $50,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Cybergold Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as created or incurred in the ordinary course of business, as related to the Company's Universal Connectivity Station, or for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $10,000 (other than obligations of, or payments to$100,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany or any of its subsidiaries, manufacture (iii) the grant of rights (excluding contract manufacturing rights and relationships) to manufacture, produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services sell its products; or (iiiiv) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred individually in excess of $25,000 or in excess of $100,000 in the aggregate, other than in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate)business, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesand relocation expenses and the like, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Mobility Electronics Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and contemplated hereby (including agreements between the Company and its employees with respect any Purchaser to the sale of the Company's Common Stockbe executed concurrently with this Agreement), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates or any affiliate thereof.
(b) There Other than as set forth on Schedule 3.5(b), there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)100,000, or (ii) provisions restricting the transfer or affecting license of any patent, copyright, trade secret or other proprietary right to or from the development, manufacture or distribution of the Company's products or services or Company (iii) indemnification other than licenses by the Company with respect to infringements of proprietary rights (“off the shelf” or other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of businessstandard products).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (U.S. Auto Parts Network, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between as expressly disclosed in the Company and its employees with respect to the sale of the Company's Common StockProxy, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as reflected in the 10-Q for December 29, 1996, and except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $10,000 (25,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into orders in individual amounts of less than $100,000 received in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany or any of its subsidiaries, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Except as reflected in the 10-Q for December 29, 1996, neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of subsections (b) and (c) aboveOrganization or Bylaws, all indebtednessthat adversely affects its business as now conducted or as proposed to be conducted, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person its properties or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsits financial condition.
(e) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Cambridge Soundworks Inc)
Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of of, $10,000 (50,000, other than liabilities or obligations of, or payments to, of the Company arising from purchase or sale agreements entered into in the ordinary course of business)for compensation under employment agreements, or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture or distribution other proprietary right of the Company's products or services Company or (iii) indemnification by joint venture, partnership or other contract or arrangement involving the Company with respect to infringements sharing of profits or proprietary rights information or know how (other than indemnification obligations arising from purchase nondisclosure agreements), (iv) any contract or sale agreements entered into agreement limiting the Company's right to engage in the ordinary course of business)any business activity or compete with any person or entity, or (v) any other material agreement.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregate), other than liabilities or obligations of the Company for compensation under employment agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of subsections (b) and (c) aboveIncorporation or Bylaws, all indebtednesswhich adversely affects in any material respect its business as now conducted or as proposed to be conducted, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person its properties or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsits financial condition.
(e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) 2.10.1. Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There 2.10.2. Other than purchase orders issued in the ordinary course of business, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party (and to which Parent is not a party) or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company Company, on terms that are not customary, with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) 2.10.3. The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate)50,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (bii) and (ciii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between Since September 30, 2000,except as described in the Company and its employees with respect to the sale of the Company's Common StockSEC Documents or as set forth on Schedule 2.11(a), there are have been no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof; and no such agreement, understanding or transaction entered into prior to September 30, 2000, will have any material effect on the Company's business, prospects, financial condition or results of operations.
(b) There Except as included in the SEC Documents and as set forth on Schedule 2.11(b), there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of of, $10,000 (50,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of the Company's business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of the Company's products or services or (iii) indemnification by from the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of the Company's business).
(c) The Since September 30, 2000, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except as disclosed in the SEC Documents, incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 200,000 in the aggregate), (iii) made any loans loans, or advances to any person, other than ordinary advances for travel expenses, or (iv) except as set forth on Schedule 2.11(c), other than in the ordinary course of business and consistent with past practice, sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Restated Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws, that materially and adversely affects its business, as now conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Eccs Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $10,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the license by the Company arising from purchase or sale agreements entered into of its software and products to third-party customers in the ordinary course of businessbusiness or licenses of commercial off-the-shelf software used by the Company for internal purposes), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business, its properties or its financial condition.
(f) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except as listed on Exhibit A hereto and except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company standard employee benefits and its employees with respect to the sale of the Company's Common Stocksalaries paid in compensation for services rendered, there are no agreements, understandings understandings, or proposed transactions between the Company or any Subsidiary and any of its their respective officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as listed on Exhibit A hereto, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any Subsidiary is a party or to its knowledge by which it is bound which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company or any Subsidiary in excess of $10,000 (other than obligations of, or payments to$100,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's or any Subsidiary's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or any Subsidiary or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's or any Subsidiary's products or services services, or (iii) indemnification involve any employment or consulting arrangement, whether written or oral, between the Company or any Subsidiary and any person, except for oral agreements which may be terminated by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)any Subsidiary at will.
(c) The Except as listed on Exhibit A hereto, since the Interim Balance Sheet Date, neither the Company nor any Subsidiary has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances that have not been repaid to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity (including persons or entities the Company or any Subsidiary has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (Interactive Magic Inc /Md/)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common StockTransaction Documents, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture or distribution other proprietary right of the Company's products or services Company or (iii) indemnification by the Company with respect to infringements of proprietary rights (any other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)material obligation.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) The Company has delivered to the Purchasers a true and complete copy of each agreement listed on the Schedule of Exceptions.
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Metabasis Therapeutics Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereofthereof that would be required to be disclosed pursuant to Regulation S-K, as promulgated by the Securities and Exchange Commission, and that are not disclosed in the Schedule of Exceptions.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $100,000, (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, standard "off the Company arising from purchase or sale agreements entered into in the ordinary course of businessshelf" product licenses), or (iiiii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 100,000 or in excess of $25,000 500,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock and Convertible Note Purchase Agreement (Drugstore Com Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, contemplated hereby there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliate or any affiliate thereofthereof that would be required to be disclosed pursuant to Regulation S-K, as promulgated by the Securities and Exchange Commission.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $100,000, (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, standard "off the Company arising from purchase or sale agreements entered into in the ordinary course of businessshelf" product licenses), or (iiiii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Voyager Group Inc/Ca/)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between documents entered into in connection with the Company and its employees with respect to the sale founding of the Company's Common Stock, there are no agreements, agreements or understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Arrowhead Research Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company or the Subsidiary and any of its officers, directors, affiliates or any affiliate thereof.
(b) There Except for agreements explicitly contemplated in the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or the Subsidiary is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or the Subsidiary in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of businessOne Hundred Thousand Dollars ($100,000), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the development, manufacture Company or distribution of the Company's products or services Subsidiary or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's or the Subsidiary's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor the Subsidiary has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except in connection with the transactions contemplated in this Agreement, incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of One Hundred Thousand Dollars ($10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 100,000) or in excess of Two Hundred Thousand Dollars ($25,000 200,000) in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Neither the Company nor the Subsidiary has reason to believe are affiliated therewithengaged in the past three (3) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or the Subsidiary or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is or the Subsidiary would be disposed of, of or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company or the Subsidiary.
(e) Neither the Company nor the Subsidiary is a party to and is not bound by any contract, agreement or instrument or subject to any restriction under its charter documents, which materially adversely affects its business as now conducted or as proposed to be conducted as set forth in written materials provided to the Purchasers by the Company, its properties or its financial condition.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Onvia Com Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockas set forth on Schedule 1.9, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates Affiliates or any affiliate thereofAffiliate thereof (other than the Existing Credit Agreement and the other Loan Documents).
(b) There Except as explicitly contemplated by the Letter Agreement, and agreements entered into in the ordinary course of business or set forth on Schedule 1.9, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company any Group Member is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company any Group Member in excess of $10,000 (other than obligations of50,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the developmentother proprietary right to or from any Group Member, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Company Except as set forth on Schedule 1.9, no Group Member has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually Indebtedness in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances to such Group Member's employees for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) aboveExcept as disclosed in Schedule 1.9, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose not entered into any binding letters of meeting the intent with any corporation, partnership, association, other business entity or any individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion regarding (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporationsother business entity, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) % of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding winding-up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale as disclosed in paragraph 1 of the Company's Common StockExhibit C hereto, there are no agreements, understandings agreements or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements and those agreements referenced in Exhibit C hereto, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or annual payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)500,000, or (ii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business which are outstanding individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 500,000 or in excess of $25,000 1,000,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes The Company has provided copies of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, its material contracts and proposed transactions involving agreements to the same person or entity (including persons or entities Purchasers who have requested same; provided that it is not obligated to provide any contracts which are covered by confidentiality agreements prohibiting such action; and provided further that it is not obligated to provide proprietary contracts to any Purchaser which the Company has reason determines to believe are affiliated therewith) shall be aggregated for potentially capable of competing with the purpose of meeting the individual minimum dollar amounts of such subsectionsCompany.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation corporation, partnership, association or corporations other business entity or any individual regarding the consolidation or merger of the Company with or into any such corporation or corporationsentity, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Signalsoft Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate affiliates thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)25,000, or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) The Company is not a party to and (c) aboveis not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Amended Certificate or Bylaws, agreementswhich materially adversely affects its business as now conducted or as proposed to be conducted, understandings, instruments, contracts and proposed transactions involving the same person its properties or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsits financial condition.
(e) The Company has not engaged in the past twelve (12) months in any discussion (i) with any representative of any corporation or corporations person regarding the consolidation or merger of the Company with or into any such corporation or corporationsperson, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Curon Medical Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by the Company and its employees with respect to the sale of the Company's Common StockAgreements, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, employees, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no material agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, 50,000 individually or payments to, the Company arising from purchase or sale agreements entered into $500,000 in the ordinary course of business)aggregate, or (ii) provisions restricting or affecting the development, manufacture or of distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 250,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its material assets or rights, other than the sale of its inventory or replacement of equipment in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other similar form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Ciphergen Biosystems Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockexpressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as contemplated by this Agreement or as listed on Schedule 2.13 ereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's products or services services, or (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)and any Person.
(c) The Except as listed on Schedule 2.13 hereto, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association lease or other business entity agreement or instrument or subject to any individual regarding the sale, conveyance charter or disposition of all or substantially all of the assets of corporate restriction which has a material adverse effect on the Company, or a transaction limits or series of related transactions in which more than fifty percent (50%) of restricts the voting power ability of the Company to carry out its obligations under this Agreement. The Company is disposed ofnot in default in any respect in the performance, observance or (iii) regarding fulfillment of any other form of acquisition, liquidation, dissolution or winding up of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.
(f) The contracts, agreements and instruments listed on Schedule 2.13 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement, the Directed Share Agreement and its employees with respect to the sale of the Company's Common Stockany Ancillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the The Company is not a party to any contract, agreement, lease, commitment or to its knowledge by which it is bound which may involve proposed transaction, written or oral, absolute or contingent, other than (i) obligations contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000, and do not extend for more than one (contingent or otherwise1) ofyear beyond the date hereof, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements ii) sales contracts entered into in the ordinary course of business), and (iii) contracts terminable at will by the Company on no more than thirty (30) days notice without cost or (ii) provisions restricting liability to the Company and that do not involve any employment or affecting consulting arrangement and are not material to the development, manufacture or distribution conduct of the Company's products business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the acquisition or services or (iii) indemnification by disposition of the Company with respect Company's technology, shall not be considered to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements be contracts entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 300,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Corsair Communications Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there since December 31, 1999:
(a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates stockholders, affiliates, or any affiliate thereof.
(b) There Other than contracts entered into in the ordinary course of business, there are no agreements, understandings, instruments, contracts, proposed transactions, or, to its knowledge, judgments, orders, writs or decrees decrees, to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Amended Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws that materially adversely affects its business as now conducted or as currently proposed to be conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Clearcommerce Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to$50,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany or any of its affiliates, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past one (1) year in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporation, corporations, (ii) with any corporation, partnership, association or other business entity or any individual (collectively, "Person") regarding the merger of the Company with or into any ------ such Person, (ii) with any representative of any Person regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisitionliquidation, liquidationsale, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Loudeye Technologies Inc)
Agreements; Action. (a) Except as set forth in the SEC Reports and Schedule 2.10 and except for agreements explicitly delivered at Closing and agreements between expressly contemplated by the Company and its employees with respect to the sale of the Company's Common StockBasic Documents, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as set forth in the SEC Reports and Schedule 2.10 and except for agreements expressly contemplated by the Basic Documents, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of5,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting are material to the development, manufacture or distribution conduct and operations of the Company's products ’s business or services properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company, (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect and any Person or (iv) provide for the grant to infringements any person of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in a right to cause the ordinary course Company to register any securities of business)the Company for sale.
(c) The Except as set forth in the SEC Reports or Schedule 2.10, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Except as set forth in the SEC Reports or Schedule 2.10, the Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of lease or other agreement or instrument or subject to any corporation Charter or corporations regarding corporate restriction which limits or restricts the consolidation or merger ability of the Company with or into any such corporation or corporationsto carry out its obligations under the Basic Documents.
(f) All the material contracts, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in agreements and instruments to which more than fifty percent (50%) of the voting power of the Company is disposed ofa party are disclosed in the SEC Reports or in the attached Schedules and such contracts, agreements and instruments are valid, binding and in full force and effect, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and debtor relief or (iii) regarding other equitable remedies. The Company is not in default in any other form respect in the performance, observance or fulfillment of acquisitionany obligations, liquidationcovenants or conditions contained in any agreement or instrument that would allow a third party to alter, dissolution amend or winding up of terminate such agreement or instrument, and, to the Company’s knowledge, no other party to any such agreement or instrument is in default.
Appears in 1 contract
Sources: Stock Purchase Agreement (New Century Equity Holdings Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby, by the Investors' Rights Agreement and agreements between the Company and its employees with respect to the sale of the Company's Common StockCo-Sale Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, $10,000, (ii) the license of any patent, copyright, trade secret or payments to, other proprietary right to or from the Company arising from purchase or sale agreements entered into in the ordinary course of business)Company, or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) except with respect to the purchase of shares of stock of the Company by employees, officers or directors, made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts mounts of such subsections. 5.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Agile Software Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockexpressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as contemplated by this Agreement or as listed on SCHEDULE 2.14 hereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's products or services services, or (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)and any Person.
(c) The Except as listed on SCHEDULE 2.14 hereto, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association lease or other business entity agreement or instrument or subject to any individual regarding the sale, conveyance charter or disposition of all or substantially all of the assets of corporate restriction which has a material adverse effect on the Company, or a transaction limits or series of related transactions in which more than fifty percent (50%) of restricts the voting power ability of the Company to carry out its obligations under this Agreement. The Company is disposed ofnot in default in any respect in the performance, observance or (iii) regarding fulfillment of any other form of acquisition, liquidation, dissolution or winding up of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.
(f) The contracts, agreements and instruments listed on SCHEDULE 2.14 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Appears in 1 contract
Sources: Stock Purchase Agreement (Viva Gaming & Resorts Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between Neither the Company and nor any of its employees with respect to the sale of the Company's Common Stock, there are no subsidiaries has entered into any agreements, understandings or proposed transactions between the Company and with any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany or any of its subsidiaries, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's or any subsidiary's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby, by the Investors' Rights Agreement and agreements between the Company and its employees with respect to the sale of the Company's Common StockCo-Sale Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, $10,000, (ii) the license of any patent, copyright, trade secret or payments to, other proprietary right to or from the Company arising from purchase or sale agreements entered into in the ordinary course of business)Company, or (ii) provisions iii)provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (20,000 or, in the case of indebtedness and/or liabilities individually less than $10,00020,000, in excess of $25,000 50,000 in the aggregate), (iii) except with respect to the purchase of shares of stock of the Company by employees, officers or directors, made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Agile Software Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off-the-shelf" products) or (iii) obligations of, or payments toby, the Company arising from purchase to any officer, director, employee or sale agreements entered into in the ordinary course family member of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)any such individual.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) The Company is not a party to and (c) aboveis not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Certificate or Bylaws, agreements, understandings, instruments, contracts which materially adversely affects its business as now conducted and as proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsconducted.
(e) The Company has not engaged in the past twelve (12) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for the agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. None of the Company's officers, directors or, to the Company's knowledge, stockholders, have any direct or indirect ownership interest in any firm or corporation which, to the Company's knowledge, is in a business which is the same as or substantially similar to the Company's business.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$25,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the license of any patent, copyright, trade secret or other proprietary right of the Company, (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or services, (iiiiv) indemnification by the Company with respect to infringements of proprietary rights rights, or (v) any other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)material agreement.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, and business expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, other than as contemplated by this Agreement, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(f) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(eg) All of the material contracts, agreements, and instruments to which the Company is a party are valid, binding, and in full force and effect in all material respects.
(h) The Company has is not engaged in any discussion (i) with any representative aware of any corporation or corporations regarding the consolidation or merger key employee of the Company who has any plans to terminate his or her employment with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power . No key employee of the Company is disposed of, has voluntarily terminated his or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of her employment with the CompanyCompany within the past six months.
Appears in 1 contract
Sources: Series D Preferred Stock and Warrant Purchase Agreement (Qualix Group Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, agreements or understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.thereof (except for transactions with Acquisition LLC, of which the Company is a wholly owned subsidiary, and except for quarterly allocations for services performed by Arrowhead) and except as set forth on Schedule 2.11,
(ba) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).services, and
(cb) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, contemplated hereby there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereofthereof that would be required to be disclosed pursuant to Regulation S-K, as promulgated by the Securities and Exchange Commission.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $100,000, (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, standard "off the Company arising from purchase or sale agreements entered into in the ordinary course of businessshelf" product licenses), or (iiiii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Voyager Group Usa-Brazil LTD)