Representation for Consideration Clause Samples

Representation for Consideration. Netcentives may, from -------------------------------- time to time and at its sole discretion, make available promotional and/or marketing placement to the airline partners participating in the ClickRewards Program (the "Promotional Placements"). Promotional Placements may require payments or additional consideration from airline partners to Netcentives. For as long as Netcentives features United as a redemption partner in the ClickRewards Program, United shall have an opportunity to participate in Promotional Placements on a basis at least consistent with the opportunity afforded to other ClickRewards airline partners.
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Representation for Consideration. Netcentives may, from -------------------------------- time to time and at its sole discretion, make available promotional and/or marketing placement to the airline partners participating in the ClickRewards Program (the "Promotional Placements"). Promotional Placements may require payments ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or additional consideration from airline partners to Netcentives. For as long as Netcentives features United as a redemption partner in the ClickRewards Program, United shall have an opportunity to participate in Promotional Placements on a basis at least consistent with the opportunity afforded to other ClickRewards airline partners.
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Related to Representation for Consideration

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations and Warranties of Shareholder Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Investor The Investor represents and warrants to the Company that: