Schedule 4A. 4 sets forth the authorized and issued shares of Capital Stock of Obligor at each of the following points in time (i) as of date of this Agreement prior to giving effect to the Transactions, (ii) after giving effect to the Recapitalization but before giving effect to the other Transactions, (iii) after giving effect to all of the Transactions assuming that all Debentures are purchased and converted into Series A Preferred Stock. All of the issued and outstanding shares of Capital Stock of Obligor are validly issued, fully paid and non-assessable. Except as set forth on Schedule 4A.4, except for the Debentures being purchased pursuant hereto, and except for the stock portion of the finders fee described in Section 4A.9, there are no securities outstanding that directly or indirectly are convertible into or exchangeable for any shares of Capital Stock of Obligor, nor are there outstanding any rights to subscribe for or purchase, or any options or warrants for the purchase of, or any agreements (contingent or otherwise) providing for the issuance of, or any calls, commitments or claims of any character relating to, any shares of Capital Stock of Obligor or any securities directly or indirectly convertible into or exchangeable for any such shares.
Schedule 4A. 16(a) sets a true and complete list of all (i) Intellectual Property owned by Obligor specifying with respect to each patent, patent application, registered trademark and registered copyright, the registration or application number thereof, the jurisdiction by or in which such item has been issued or registered or in which an application therefor has been filed, if any, the date of such issuance, registration or application, (ii) Intellectual Property licensed to Obligor other than "off the shelf' software obtained for less than $5,000 individually which is subject to shrink wrap licenses, specifying with respect to each such item, the owner thereof, and expiration date, and (iii) Intellectual Property licensed by Obligor to third parties, specifying with respect to each item, whether the license is exclusive or non-exclusive and the subject matter, territory and term thereof To Obligor's Knowledge, except as set forth in Schedule 4A.16(a), there is no reason to believe that any patent applications set forth on Schedule
Schedule 4A. 16(a) sets a true and complete list of all Intellectual Property owned by, licensed to, and licensed by Obligor as more specifically described in Section 4A.16. To Arete's Knowledge, except as to the matters set forth on Schedule 4A.16(b), there is no reason to believe that any patent applications set forth on Schedule 4A.16(a) will not be granted, including without limitation any patent application, whether pending on the date hereof or not.
Schedule 4A. 16(a)(i)(1) lists all Investment Contracts of Xxxxxx and the Xxxxxx Subsidiaries, indicating for each the name of the Client and whether such Investment Contract is in writing. Each written Investment Contract has been delivered by Buyer to Seller and accurately embodies the terms and conditions on which services are rendered to the Client party thereto except for oral modifications described on Schedule 4A.16(a)(i)(2) or oral modifications which do not materially modify the terms thereof. Except as indicated on such Schedule 4A.16(a)(i)(3), none of such Investment Contracts by their terms or under applicable law would, or would be required to, terminate as a result of the consummation of the transactions contemplated by this Agreement unless the consent of the Client or Clients party thereto is obtained. A description of all of the nonwritten Investment Contracts and true, correct and complete copies of all of the written Investment Contracts, including any fee schedules and investment guidelines, have been provided by Buyer to Seller. (x) Each Investment Contract of Xxxxxx or any Xxxxxx Subsidiary and any subsequent renewal thereof has been duly authorized, executed and delivered by the Xxxxxx -73- 3131867.30
Schedule 4A. 14 sets forth each Contract (and in the case of an oral Contract, the material terms of such Contract) to which QFOC is a party to or to which any of the assets of QFOC is bound: (i) governing the borrowing of money or the guarantee or the repayment thereof or granting of Liens (other than Permitted Liens) on any material property or asset of QFOC, in each case, in excess of $25,000; (ii) providing for the employment of any Person with annual compensation in excess of $25,000, except for any Contract for “at-will” employment which may be terminated on 60 days or less prior notice without liability to QFOC; (iii) containing covenants expressly limiting the freedom of QFOC to compete in any line of business or with any Person or in any geographic area or market; (iv) providing a license to QFOC to use any third party intellectual property (other than licenses for commercially available off-the-shelf Software) or providing to a third party a license to use any intellectual property; (v) with any directors, managers, officers, members or stockholders of QFOC; (vi) providing for the future or ongoing purchase, maintenance or acquisition, or the sale, lease or furnishing, of materials, supplies, merchandise, property or equipment (including computer hardware or software or other property or services), in each case in excess of $25,000 annually or $50,000 in the aggregate; (vii) granting to any Person a first‑refusal, first‑offer or similar preferential right to purchase or acquire any material right, asset or property of QFOC; (viii) providing for any offset, countertrade or barter arrangement in excess of $25,000 annually or $50,000 in the aggregate; (ix) containing a “most favored nation” pricing agreement or consignment arrangement with a customer or supplier; (x) involving a material distributor, sales representative, broker or advertising arrangement that by its express terms is not terminable by QFOC at will or by giving notice of 30 days or less, without liability; (xi) involving a joint venture or partnership or involving the sharing of profits, losses, costs or liability with any other Person; (xii) involving management services, consulting services, independent contractor services, support services or any other similar services, in each case, in excess of $25,000 annually or $50,000 in the aggregate; (xiii) involving the acquisition of any business enterprise whether via stock or asset purchase or otherwise (but excluding the acquisition of inventory i...
Schedule 4A. 21 sets forth a true and complete list of the individual components (indicating the amount and the Person to whom such amount is owed) of all indebtedness (including any intercompany indebtedness) for money borrowed outstanding and all non-current trade payables with respect to QFOC as of the Closing Date (including outstanding letters of credit). 4A.22Taxes.
Schedule 4A. 28 hereto lists all Benefit Plans. Except for those Benefit Plans identified on Schedule 4A.28 hereto,
