Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights. (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (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.
Appears in 33 contracts
Sources: Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Agreements; Action. Other than as set forth on Schedule 3.7:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreementsApplicable Contracts, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contractsApplicable Contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge Knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicOrdinary 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 by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the Ordinary Course of Business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to indebtedness and other obligations incurred in the ordinary course Ordinary Course of business) individually in excess of what is contemplated Business or as disclosed in the “budget” for going public Financial Statements), (iii) made any loans or advances to any person, other than ordinary advances for travel expensesand business expenses in the Ordinary Course of Business, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory or services in the ordinary course Ordinary Course of businessBusiness.
(d) For The Company has not engaged in the purposes past three (3) months, and is not currently engaged, in any discussion (i) with any Representative of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any entity regarding the same person consolidation or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall be aggregated for with any corporation, partnership, association or other business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionsthe 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 8 contracts
Sources: Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, 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 it (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries’ products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since December 31, 2004 (the “Balance Sheet Date”) neither it nor any of its Subsidiaries has: (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, 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 Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 5 contracts
Sources: Security Agreement (Iwt Tesoro Corp), Security and Purchase Agreement (Micro Component Technology Inc), Security and Purchase Agreement (Naturade Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockby this Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof other than standard option grants and stock purchase agreements entered into prior to the date of this Agreement.
(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) future obligations (contingent or otherwise) of, or payments to, by the Company in excess of what is of, $100,000, other than in the “budget” for going publicordinary 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 by the Company of “off the shelf” or other standard products)commercial software licenses, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (rights other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (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 indemnifications entered into in the ordinary course of business.
(dc) For the purposes of subsections subsection (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 subsectionssubsection.
(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 Restated Articles or its Bylaws that adversely affects its business as now conducted, its properties or its financial condition.
(e) The Company is not a guarantor or indemnitor of any indebtedness of any other person or entity.
(f) The Company has not engaged in the past three months in any discussion (i) with any representative of any entity or entities regarding the merger of the Company with or into any such entity or entities or any affiliate thereof, (ii) with any representative of any 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.
Appears in 5 contracts
Sources: Series E Preferred Stock Purchase Agreement (Fluidigm Corp), Series E Preferred Stock Purchase Agreement (Fluidigm Corp), Series E Preferred Stock Purchase Agreement (Fluidigm Corp)
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby hereby, by the Related Agreements and agreements between entered into the Company and its employees with respect to the sale ordinary course of the Company’s outstanding Common Stockbusiness, there are no agreements, understandings, understandings or proposed transactions between the Company Corporation and any of its officers, directors, employeesconsultants, affiliates, key employees or affiliates or any affiliate thereof.
(bii) There Except this Agreement and the Related Agreements and as set out on the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Corporation is a party or to its knowledge by which it is bound which that may involve (iA) future obligations (contingent or otherwise) of, or payments to, to the Company Corporation in excess of what is in the “budget” for going publicof, or $1,000,000, (iiB) the transfer or any license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company Corporation (other than licenses by (1) the Company license of the Corporation’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements, the form of which has been provided to special counsel for the Subscriber or (2) the license to the Corporation of standard, generally commercially available, “off the off-the-shelf” third-party products that are not and will not to any extent be part of, or other standard productsinfluence development of, or require payment with respect to, any product, service or intellectual property offering of the Corporation), or (iiiC) provisions materially restricting or affecting the development, manufacture or distribution of the CompanyCorporation’s products or services services, or (ivD) indemnification by the Company Corporation with respect to infringements of proprietary rights.
(ciii) The Company Except as set out on the Schedule of Exceptions, the Corporation has not (iA) accrued, 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, (iiB) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public $1,000,000, (iiiC) made any loans or advances to any person, other than ordinary advances for travel or other business expenses, or (ivD) 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.
(div) 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 Corporation has reason to believe are affiliated therewith) shall will be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(v) Except as disclosed in the Schedule of Exceptions, the Corporation has not engaged in the past three (3) months in any discussion (A) with any representative of any corporation or corporations regarding the consolidation, merger or other business combination transaction of the Corporation with or into any such corporation or corporations, (B) 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 Corporation or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of, or (C) regarding any other form of acquisition, liquidation, dissolution or winding up of the Corporation.
Appears in 5 contracts
Sources: Licensing and Collaboration Agreement (Zymeworks Inc.), Collaboration Agreement (Zymeworks Inc.), Licensing and Collaboration Agreement (Zymeworks Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to described in the sale of the Company’s outstanding Common StockSEC Filings, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of “off the shelf” or other standard productsbusiness), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 stockstock other than dividends on its Series D Preferred Stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or in the “budget” for going public aggregate in excess of $250,000, (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 businessbusiness except as set forth in the Company's filings with the Securities and Exchange Commission as of the date hereof (the "SEC Filings").
(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 proposed, and is engaged in, discussions regarding the acquisition of Einstein as described in the Schedule of Exceptions.
Appears in 4 contracts
Sources: Bond Purchase Agreement, Bond Purchase Agreement (Greenlight Capital LLC), Bond Purchase Agreement (Greenlight Capital LLC)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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.
(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.
(d) Except as set forth on Schedule 4.6, the Company has not engaged in the past two years 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 or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 4 contracts
Sources: Securities Purchase Agreement (One Voice Technologies Inc), Securities Purchase Agreement (One Voice Technologies Inc), Securities Purchase Agreement (One Voice Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockAgreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of what is in the “budget” for going publicof, or $10,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company or any of “off the shelf” or other standard products)its subsidiaries, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Neither the Company nor any of its subsidiaries 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 or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or in excess of $25,000 in the “budget” for going public 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 as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 4 contracts
Sources: Series a Preferred Stock Purchase Agreement (Avantgo Inc), Series B Preferred Stock Purchase Agreement (Avantgo Inc), Series B Preferred Stock Purchase Agreement (Avantgo Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockInvestors' Rights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations of the Company (contingent or otherwise) of, or payments to, to the Company individually in excess of what $100,000 or, in case of agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound are individually less than $100,000, in excess of $250,000 in the “budget” for going publicaggregate, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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 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, which 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 in 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.
(g) As of the Closing, the Company has not incurred any expenses and has no liabilities individually in excess of $100,000 or, in the case of expenses and/or liabilities individually less than $100,000, in excess of $250,000 in the aggregate.
Appears in 4 contracts
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Series D Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof nor are there agreements or understandings between any person and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company.
(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, to the Company in excess of what is in the “budget” for going publicof, $5,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $5,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $5,000, 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.
Appears in 4 contracts
Sources: Series a Preferred Stock Purchase Agreement (Spectrx Inc), Research & Development and License Agreement (Spectrx Inc), Series C Preferred Stock Purchase Agreement (Spectrx Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “off the shelf” "OFF THE SHELF" or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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.
Appears in 4 contracts
Sources: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, or $10,000, (ii) the transfer or any material license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by (A) the license of the Company’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements the form of which has been provided to special counsel for the Investors or (B) the license to the Company of standard, generally commercially available, “off the off-the-shelf” or other standard products), third party products that are not and will not to any extent be part of) or (iii) provisions materially restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or, in the “budget” for going public 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.
Appears in 4 contracts
Sources: Series a and a 1 Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement, Stock Purchase Agreement (RPX Corp)
Agreements; Action. Except as set forth on Schedule 2.6:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $250,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $150,000 in the aggregate, (iii) made any loans or advances to any personperson or entity in excess, individually or in the aggregate, of $100,000, 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. Neither the Company nor any subsidiary is in default with respect to any indebtedness.
(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.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Documents, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future 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 what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from agreements entered into in the ordinary course of “off the shelf” or other standard productsbusiness), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $1,000,000 or in the “budget” for going public aggregate in excess of $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 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 3 contracts
Sources: Strategic Alliance Agreement (Theravance Inc), Strategic Alliance Agreement (Theravance Inc), Class a Common Stock Purchase Agreement (Theravance Inc)
Agreements; Action. (a) 2.12.1 Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockRights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) 2.12.2 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) future obligations (contingent or otherwise) of, or payments to, to the Company individually in excess of what is in the “budget” for going publicof, or five hundred thousand dollars ($500,000), (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off the shelf” or other standard productsCompany’s software and products in the ordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) 2.12.3 The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public five hundred thousand dollars ($500,000), (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) 2.12.4 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.
2.12.5 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 its properties.
2.12.6 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 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 3 contracts
Sources: Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except for the IP Acquisition Agreements or Membership Agreements, 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) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, or $50,000, (ii) the transfer or any material license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by (A) the license of the Company’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements the form of which has been provided to special counsel for the Investors and which do not involve payments, individually or in aggregate, in excess of $50,000 or (B) the license to the Company of standard, generally commercially available, “off the off-the-shelf” third party products that are not and will not to any extent be material to the Company or other standard products), its business) or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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.
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement, Stock Purchase Agreement (RPX Corp), Stock Purchase Agreement (RPX Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Corporation is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Corporation in excess of what is in the “budget” for going public$50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Proprietary Right (as defined in Section 3(i) below) to or from the Company (Corporation, other than licenses by arising from the Company purchase of “off the shelf” or other standard products), or each of which licenses are not, individually, material to the Corporation’s business, (iii) provisions restricting the development, manufacture manufacture, distribution or distribution sale of the Company’s any products or services services, or (iv) indemnification by the Company Corporation with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (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) Proprietary Rights. For the purposes of subsections (b) and (c) abovemeeting the foregoing threshold of $50,000, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Corporation has reason to believe are affiliated therewith) shall be aggregated aggregated.
(ii) The Corporation 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 individually in excess of $25,000 or $50,000 in the purpose aggregate, (iii) made any loans or advances to any officer or director of the Corporation, other than ordinary advances for travel expenses, or (iv) sold, exchanged, or otherwise disposed of any of its assets or rights. For the purposes of meeting the individual minimum dollar amounts foregoing thresholds of such subsections$25,000 and $50,000, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Corporation has reason to believe are affiliated therewith) shall be aggregated.
(iii) The Corporation 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, each as amended and in effect at the Closing, that materially and adversely affects the Corporation’s business, properties, assets, prospects or financial condition.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Puma Biotechnology, Inc.), Securities Purchase Agreement (Puma Biotechnology, Inc.), Securities Purchase Agreement (Puma Biotechnology, Inc.)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, 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 it (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries’ products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since December 31, 2005 (the “Balance Sheet Date”) neither it nor any of its Subsidiaries has: (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, 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 Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 3 contracts
Sources: Security Agreement (Path 1 Network Technologies Inc), Security Agreement (Digital Recorders Inc), Security and Purchase Agreement (Ronco Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsbusiness.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or in the “budget” for going public aggregate in excess of $250,000, (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 businessbusiness except as set forth in the Company's filings with the Securities and Exchange Commission as of the date hereof (the "SEC Filings").
(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 proposed, and is engaged in, discussions regarding the acquisition of Einstein as described in the Schedule of Exceptions.
Appears in 3 contracts
Sources: Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series D Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp), Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockInvestors' Rights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off the shelf” or other standard productsCompany's software and products in the ordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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.
Appears in 3 contracts
Sources: Series C Preferred Stock Purchase Agreement (Planetrx Com), Series B Preferred Stock Purchase Agreement (Planetrx Com), Series D Preferred Stock Purchase Agreement (Planetrx Com)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company on the one hand and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereofthereof on the other hand.
(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 what is in the “budget” for going public$100,000, or (ii) the transfer or license of any material patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services in any material respect, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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.
Appears in 3 contracts
Sources: Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Telecom Communications Inc), Series a Preferred and Common Stock Purchase Agreement (Intermix Media, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Agreements or as set forth on Schedule 2.9, there are no oral or written agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandingscommitments, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is Companies are a party or to its knowledge by which it is any of the Companies are bound which may involve relate to (i) future obligations (contingent or otherwise) of, or payments to, the Company Companies in excess of what is in the “budget” for going public$25,000, or (ii) provisions that would have a Material Adverse Effect, (iii) the transfer or license by the Companies of any patent, copyright, trade secret or other proprietary right Intellectual Property to or from the Company (any Person other than licenses by in the Company ordinary course of “off the shelf” or other standard products)business, or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification any other material agreement of the Companies.
(b) The Companies have made available to the Investors a full and complete copy of each item required to be set forth on Schedule 2.9 and there are no agreements or understandings, oral or written, or side agreements not contained therein that relate to or modify the substance thereof in any material respect. Each contract or agreement set forth on Schedule 2.9 (i) has been duly authorized by all necessary corporate and other action on the part of the Company or the Subsidiary, as applicable, (ii) was validly executed and delivered by the Company or the Subsidiary, as applicable, and (iii) is a legal, valid and binding obligation of the Company or the Subsidiary, as applicable and its successors, enforceable in accordance with respect its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and by general principles of equity relating to infringements enforceability (whether considered in an action at law or in equity). Each such document is in full force and effect, none of proprietary rightstheir material provisions has been waived or modified by any party thereto and there are no material defaults thereunder or notice of material defaults delivered pursuant thereto.
(c) The Company has Except as set forth on Schedule 2.9, since the Statement Date, the Companies have 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 or guaranteed any indebtedness for money borrowed or any other liabilities Liabilities (other than trade payables with respect to accounts payable and other non-material obligations incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public ), (iii) made any loans or advances to any personPerson, other than ordinary advances for travel expenses and similar reimbursable business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale rights having a fair market value in excess of its inventory in the ordinary course of business$25,000.
(d) For the purposes of subsections (a), (b) and (c) above, all indebtedness, liabilitiesLiabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons or entities Persons that, to the Company has reason to believe Company’s Knowledge are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Except as set forth on Schedule 2.9 or as contemplated by this Agreement or any of the Transaction Agreements, the Company has not engaged in the past six (6) months in any discussion (i) with any representative of any entity regarding the consolidation or merger of the Company with or into any such entity, (ii) with any 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 acquisition, liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Sources: Series C Preferred Stock Purchase Agreement, Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc), Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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.
(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.
(d) The Company has not engaged in the past two years 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 or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Versacom International Inc), Securities Purchase Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Advanced Optics Electronics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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.
(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.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Valcom Inc /Ca/), Convertible Note Purchase Agreement (Idial Networks Inc), Securities Purchase Agreement (Path 1 Network Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof nor are there agreements or understandings between any person and/or entities, which affect or relate to the voting or giving of written consents with respect to any security or by a director of the Company.
(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, to the Company in excess of what is in the “budget” for going publicof, $50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company 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 or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (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 businessbusiness or (iv) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $50,000 or collectively in excess of $150,000.
(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 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 months in any discussion (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 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.
Appears in 3 contracts
Sources: Collaboration Agreement (Sunesis Pharmaceuticals Inc), Collaboration Agreement (Sunesis Pharmaceuticals Inc), Stock Purchase Agreement (Sunesis Pharmaceuticals Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby including proprietary agreements and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, and agreements between the Company and the Investors with respect to their investment, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase or sale of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities except as set forth in the Schedule of Exceptions (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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 material amount 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) Except as set forth in the Schedule of Exceptions, the Company has not engaged in the past three (3) months in any material 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 3 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series C Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series C Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly expressly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockby 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 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) future involve obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$100,000, or (ii) are material to the transfer conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret secret, or other proprietary right rights to or from the Company (other than licenses by or provisions restricting or affecting the Company development, manufacture, or distribution of “off the shelf” Company's products or other standard products)services, or (iii) provisions restricting the developmentinvolve any employment or consulting arrangement, manufacture whether written or distribution of the Company’s products or services or (iv) indemnification by oral, between the Company with respect to infringements of proprietary rightsand any Person.
(c) The Except as listed on Schedule 2.13 hereto, the Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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 is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction which has a material adverse effect on the Company, or limits or restricts the ability of the Company to carry out its obligations under this Agreement. The Company is not in default in any respect in the performance, observance or fulfillment of any 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 3 contracts
Sources: Conversion Agreement (Viva Gaming & Resorts Inc), Conversion Agreement (Viva Gaming & Resorts Inc), Conversion Agreement (Viva Gaming & Resorts Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby The SEC Reports list all material agreements, understandings, instruments and agreements between contracts, whether written or oral, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective assets and its employees with respect to the sale of the Company’s outstanding Common Stock, there properties are bound.
(b) There are no agreements, understandings, understandings or proposed transactions between the Company or any of its subsidiaries and any of its their respective officers, directors, employees, affiliates, affiliates or any affiliate thereof, except for the transactions contemplated hereby and as otherwise disclosed in the SEC Reports.
(bc) There Except as otherwise disclosed in the SEC Reports, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs transactions or decrees Orders to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of what is in the “budget” for going public$100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (or any of its subsidiaries, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's or any of its subsidiaries' products or services, (iv) a warranty with respect to its services rendered or its products sold or leased other than in the ordinary course of business, or (ivv) indemnification by the Company or any of its subsidiaries with respect to infringements of proprietary rights.
(cd) The Neither the Company nor any of its subsidiaries has not (i) accrued, 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 or guaranteed any material indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public liabilities, (iii) made any material loans or advances to any person, other than ordinary advances for travel expensesexpenses and other customary employment-related advances made in the ordinary course of business, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business, except as otherwise disclosed in the SEC Reports.
(de) For the purposes of subsections (bc) and (cd) 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.
(f) All of the material contracts, agreements and instruments of the Company are valid, binding and enforceable in accordance with their respective terms and there has been no material change to or amendment to a material contract, covenant, agreement or instrument by which the Company or any of its subsidiaries or any of their respective assets or properties is bound or subject. Each of the Company and each of its subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, covenant, agreement or instrument. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any of its subsidiaries under any contract, covenant, agreement or instrument. None of the Company nor any of its subsidiaries has knowledge of any breach by the other parties to any material contract, covenant, agreement or instrument, except as otherwise disclosed in the SEC Reports.
Appears in 2 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (ClearStory Systems, Inc.), Series C Convertible Preferred Stock Purchase Agreement (ClearStory Systems, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockInvestors' Rights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights$50,000.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (other than except for trade payables credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of what is contemplated $50,000 in the “budget” aggregate (except for going public trade credit incurred in the ordinary course of business), (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 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 Articles of Incorporation or Bylaws, which 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 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, (iii) with any corporation, partnership, association or other business entity or any individual regarding any 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 (iv) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company or its assets.
Appears in 2 contracts
Sources: Series E Preferred Stock Purchase Agreement (Signal Pharmaceuticals Inc), Series E Preferred Stock Purchase Agreement (Signal Pharmaceuticals Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby The SEC Reports list all material agreements, understandings, instruments and agreements between contracts, whether written or oral, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its assets and its employees with respect properties are bound that are required to be so disclosed.
(b) Except as set forth in the sale of SEC Reports or the Company’s outstanding Common StockDisclosure Schedule, there are no agreements, understandings, understandings or proposed transactions between the Company or any of its subsidiaries and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(bc) There Except as set forth in the SEC Reports, this Agreement or as described in the Disclosure Schedule, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of what is in the “budget” for going public$25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (or any of its subsidiaries, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's or any of its subsidiaries' products or services, (iv) a warranty with respect to its services rendered or its products sold or leased other than in the ordinary course of business, or (ivv) indemnification by the Company or any of its subsidiaries with respect to infringements of proprietary rights.
(cd) The Except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries has not (i) accrued, 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 or guaranteed any material indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public liabilities, (iii) made any material loans or advances to any person, other than ordinary advances for travel expensesexpenses and other customary employment-related advances made in the ordinary course of business, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(de) For the purposes of subsections (bc) and (cd) 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.
(f) All of the contracts, agreements and instruments set forth on the Disclosure Schedule pursuant to this Section 2.13 are valid, binding and enforceable in accordance with their respective terms and there has been no material change to or amendment to a material contract by which the Company or any of its subsidiaries or any of their respective assets or properties is bound or subject. Each of the Company and its subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument and neither the Company nor any of its subsidiaries have any present expectation or intention of not fully performing all such obligations. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any of its subsidiaries under any contract, agreement or instrument. None of the Company nor any of its subsidiaries have knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment.
(g) Neither the Company nor any of its subsidiaries is a party to or is bound by any contract, agreement or instrument, that materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Usdata Corp), Series C Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockby this Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof other than standard option grants and stock purchase agreements entered into prior to the date of this Agreement.
(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) future obligations (contingent or otherwise) of, or payments to, by the Company in excess of what is of, US$100,000, other than in the “budget” for going publicordinary 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 by the Company of “off the shelf” or other standard products)commercial software licenses, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (rights other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (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 indemnifications entered into in the ordinary course of business.
(dc) For the purposes of subsections subsection (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 subsectionssubsection.
(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 Restated Articles or its Bylaws that adversely affects its business as now conducted, its properties or its financial condition.
(e) The Company is not a guarantor or indemnitor of any indebtedness of any other person or entity.
(f) The Company has not engaged in the past three months in any discussion (i) with any representative of any entity or entities regarding the merger of the Company with or into any such entity or entities or any affiliate thereof, (ii) with any representative of any 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.
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (Fluidigm Corp), Convertible Note Purchase Agreement (Fluidigm Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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 individually involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $75,000, or (ii) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (other than licenses by the license to the Company of “off commercially available software in the shelf” or other standard productsordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $75,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $75,000, in excess of $150,000 in the aggregate that remains outstanding, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesexpenses or in connection with the exercise of employee stock options, 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 as now conducted or as currently proposed to be conducted, its properties or its financial condition.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Driveway Corp), Stock Purchase Agreement (Driveway Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, shareholders or employees, affiliates, or any "affiliate" or "associate" of such (as such terms are defined in the rules and regulations promulgated under the Securities Act affiliates or any affiliate thereof.)
(b) There are no material agreements, understandings or proposed transactions between the Company, it affiliates, or to the Company's knowledge, any directors or any affiliate thereof and any company or other entity doing business with the Company or is in the same or similar business of the Company.
(c) There are no agreements (other than partnership contracts), 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 what is $50,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “"off the shelf” " or other standard productsproducts or in connection with agreements entered into in the ordinary course of business), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services (other than provisions contained within agreements entered into in the ordinary course of business), or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(cd) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 or in excess of $125,000 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, (v) acquired the business or shares of another party, or (vi) entered into any distributor, sales representative or similar agreements.
(de) For the purposes of subsections (bc) and (cd) 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.
(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 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 2 Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 1 Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Agreements; Action. (ai) Except for (A) standard employee benefits generally made available to all employees, (B) standard director and officer indemnification agreements approved by the Board of Directors, (C) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock or restricted stock units with respect to the Company’s Common Stock, in each instance, approved pursuant to written consent or in the written minutes of the Board of Directors, (D) proprietary information and inventions agreements and (E) agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Documents, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(bii) 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 (iA) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $1,000,000, or (iiB) the transfer or any material license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by (1) the nonexclusive license of the Company’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements or (2) the nonexclusive license to the Company of standard, generally commercially available, “off the off-the-shelf” third party products that are not and will not to any extent be part of any product, service or other standard productsintellectual property offering of the Company), or (iiiC) provisions materially restricting the business of the Company or the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(ciii) The Company has not (iA) accrued, 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, (iiB) other than as contemplated by the Notes, incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $1,000,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $1,000,000, in excess of $1,500,000 in the aggregate, (iiiC) made any loans or advances to any person, other than ordinary advances for travel expenses, or (ivD) 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.
(div) 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.
(v) There are no agreements, understandings or proposed transactions to which the Company is a party that will terminate or provide a right of the Company or another party thereto to terminate (either with or without the passage of time or the giving of notice, or both) as a result of the transactions hereby contemplated. All agreements, understandings or proposed transactions to which the Company is a party will continue to be valid, binding, in full force and effect and enforceable against the Company (and to the Company’s knowledge, to each other party thereto) in accordance with their respective terms immediately following the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (DoorDash Inc), Convertible Note Purchase Agreement (DoorDash Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby the Agreements and agreements between the Company and its employees with respect to the sale sales of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company or its Subsidiary and any of its their respective officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, by the Company or its Subsidiary in excess of what is of, $25,000 other than in the “budget” for going publicordinary course of the Company’s or its Subsidiary’s 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 by the Company of “off the shelf” or other standard products)its Subsidiary, or (iii) provisions restricting the granting of any rights affecting the development, manufacture manufacture, licensing, marketing, sale or distribution of the Company’s or its Subsidiary’s products or services or (iv) indemnification by the Company or its Subsidiary with respect to infringements of proprietary rights.
(c) The Neither the Company nor its Subsidiary has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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) 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.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby hereby, by the Investor Rights Agreement, by the Series B Voting Agreement, by the Series C Voting Agreement and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockSeries D Voting Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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 any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)Company, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Neither the Company nor any of its subsidiaries has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $5,000, 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) Neither the Company nor any of its subsidiaries is a party to or is bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or Bylaws that adversely affects its business as now conducted, its properties or its financial condition.
(f) 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: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no The Company has disclosed 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 what is in the “budget” for going public$100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables and liabilities already disclosed, which were incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.), Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between as set forth in Section 3.13(a)of the Company and its employees with respect to the sale of the Company’s outstanding Common StockDisclosure Schedule, there are no agreements, understandings, transactions or proposed transactions between the Company and any of its officers, directors, employees, affiliatesor Affiliates, or any affiliate thereofAffiliate thereof of a nature required to be disclosed pursuant to the provisions of Regulation S-K, and none of any such individuals or entities has any interest in any party to any such agreement, understanding, transaction or proposed transaction.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Except as set forth in Section 3.13(b) of 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 toDisclosure Schedule, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances to employees 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.
(c) The Company has not admitted in writing its inability to pay its debts generally as they become due, filed or consented to the filing against it of a petition in bankruptcy or a petition to take advantage of any insolvency act, made an assignment for the benefit of creditors, consented to the appointment of a receiver for itself or for the whole or any substantial part of its property, or had a petition in bankruptcy filed against it, been adjudicated a bankrupt, or filed a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other laws of the United States or any other jurisdiction.
(d) For The Company is in compliance with all obligations, agreements and conditions contained in any evidence of indebtedness or any loan agreement or other contract or agreement (whether or not relating to indebtedness) to which the purposes Company is a party or is subject (collectively, the "Obligations"), the lack of subsections compliance with which could afford to any person the right to (bi) accelerate any indebtedness or (ii) terminate any right or agreement of the Company, the termination of which would have a Material Adverse Effect. To the best of the Company's knowledge and (c) abovebelief, all indebtedness, liabilities, agreements, understandings, instruments, contracts other parties to such Obligations are in compliance with the terms 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 conditions of such subsectionsObligations.
Appears in 2 contracts
Sources: Collaborative Research and License Agreement (Versicor Inc /Ca), Collaborative Research and License Agreement (Versicor Inc /Ca)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (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.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since December 31, 2002, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $100,000, 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.
(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.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Axesstel Inc), Securities Purchase Agreement (Electric City Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAgreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employeesmembers of their immediate families, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs writs, or decrees to which the Company is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)Company, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services services, or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights.
(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 Series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 nor, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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 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, to its knowledge, adversely affects its business as now conducted and as proposed to be conducted in the future, 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 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.
Appears in 2 contracts
Sources: Series B Preferred Stock and Convertible Note Purchase Agreement (Pets Com Inc), Series C Preferred Stock Purchase Agreement (Pets Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby including proprietary agreements and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, and agreements between the Company and the Investors with respect to their investment, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase or sale of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(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 Series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities except as set forth in the Schedule of Exceptions (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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 material amount 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) Except as set forth in the Schedule of Exceptions, the Company has not engaged in the past three (3) months in any material 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 Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series D Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Genomica Corp /De/), Series B Preferred Stock Purchase Agreement (Genomica Corp /De/)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby this Agreement and the Investor Rights Agreement and employment agreements between the Company and its employees with respect to providing for, among other things, the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its shareholders, officers, directors, employees, 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 any Subsidiary is a party or to its knowledge by which it is either the Company or the Subsidiaries are bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company or the Subsidiaries in excess of what is in the “budget” for going public$500,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Intellectual Property (as hereinafter defined) to or from the Company or the Subsidiaries (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or the Subsidiaries' products or services services, or (iv) indemnification by the Company or the Subsidiaries with respect to infringements of proprietary rightsIntellectual Property (other than indemnification obligations arising from purchase or sale or license agreements entered into in the Ordinary Course of Business).
(c) The Neither the Company has not nor the Subsidiaries have (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $500,000 individually or $1,000,000 in the “budget” for going public 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.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Asia Online LTD), Series B Preferred Stock Purchase Agreement (Asia Online LTD)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going publicof, or $25,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its 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 or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or in excess of $100,000 in the “budget” for going public 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 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 presently proposed to be conducted in the purposes Business Plan, its assets or properties or its financial condition.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any corporation or corporations regarding the same person consolidation or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall be aggregated for with any corporation, partnership, association or other business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionsthe 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 a Preferred Stock Purchase Agreement (Zamba Corp), Series B Preferred Stock Purchase Agreement (Zamba Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby including proprietary agreements and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, and agreements between the Company and the Holders with respect to their investment, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase or sale of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities except as set forth in the Schedule of Exceptions (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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 material amount 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, 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 B Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series B Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, 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 it (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries' products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since December 31, 2004 (the "Balance Sheet Date") neither it nor any of its Subsidiaries has: (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, 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 Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) the Parent maintains disclosure controls and procedures ("Disclosure Controls") designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting ("Financial Reporting Controls") designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management's general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent's assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent's management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 2 contracts
Sources: Security and Purchase Agreement (Naturade Inc), Security Agreement (General Environmental Management, Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Documents, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future 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 what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from agreements entered into in the ordinary course of “off the shelf” or other standard productsbusiness), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $1,000,000 or in the “budget” for going public aggregate in excess of $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 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: Collaboration Agreement (Theravance Inc), Collaboration Agreement (Theravance Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby this Agreement and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Documents, there are no agreements, understandings, understandings or proposed transactions between the Company AvantGo and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except as provided in this Agreement and the Ancillary Documents, there are no agreements, judgments, orders, writs, decrees, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company AvantGo or any of its Subsidiaries is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, the Company AvantGo or any of its subsidiaries in excess of what is in the “budget” for going publicof, or $50,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company AvantGo or any of “off the shelf” or other standard products)its Subsidiaries, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of the Company’s sell its products to any other person or services affect AvantGo's exclusive right to develop, manufacture, assemble, distribute, market or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Company Neither AvantGo nor any of its Subsidiaries 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 or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or in excess of $150,000 in the “budget” for going public 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 AvantGo has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) To its knowledge, AvantGo has performed all material obligations required to be performed by it as of the date hereof under any material agreement to which AvantGo is a party or to which it is bound. AvantGo 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, as amended to date, or Bylaws, that adversely affects its business as now conducted or currently proposed to be conducted, its properties or its financial condition. To AvantGo's knowledge, each such agreement is in full force and effect, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors' Rights Agreement may be limited by applicable federal or state securities laws, except where such unenforceability would not have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Avantgo Inc), Merger Agreement (Avantgo Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (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 inventoryin 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.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $100,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, 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 it (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries’ products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since June 30, 2006 (the “Balance Sheet Date”) neither it nor any of its Subsidiaries has: (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 common stock, ; (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, 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 Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 2 contracts
Sources: Security Agreement (Spacedev Inc), Security Agreement (Spacedev Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby or disclosed in the SEC Documents or in the Borrower Disclosure Schedule, and agreements between the Company Borrower and its employees with respect to the sale of the Company’s outstanding Borrower's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company Borrower and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no written, and to the best of the Borrower's knowledge no other, agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Borrower 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 Borrower in excess of what is $100,000 (other than obligations of, or payments to, the Borrower arising from agreements entered into in the “budget” for going publicordinary course of business), or (ii) the license or transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Borrower (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Borrower's products or services services, or (iv) indemnification by the Company Borrower with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company Except as disclosed in the SEC Documents, the Borrower 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred with respect to dividend obligations, distributions, indebtedness and other obligations as disclosed in the ordinary course of businessFinancial Statements) individually in excess of what is contemplated $500,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $500,000, in excess of $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 Borrower has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) All material debt instruments, joint venture and corporate partnering agreements and all other material agreements of the Borrower are set forth in the Borrower Disclosure Schedule or the SEC Documents. The Borrower is in compliance with all of the agreements listed in the Borrower Disclosure Schedule, in all material respects.
Appears in 2 contracts
Sources: Convertible Loan Agreement (Gateway Co Inc), Convertible Loan Agreement (Vitech America Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding shares of Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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 that are executory which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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) 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 Entity (including persons or entities 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 Entity regarding the consolidation or merger of the Company with or into any such Entity, (ii) with any Entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company to such Entity or individual, or a transaction or series of related transactions with such Entity or individual in which more than fifty percent (50%) of the voting power of the Company is disposed of, other than the sale of the Shares, or (iii) regarding any liquidation, dissolution or winding up of the Company.
(f) The Company is not a party to any other agreement, instrument, commitment, plan or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to a registration statement on Form S-1, if the Company were registering securities under the Securities Act.
(g) All of the contracts, agreements and instruments set forth on the Schedule of Exceptions pursuant to this Section 3.8 are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it and is not in default under nor in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument that would have a Material Adverse Effect. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any contract, agreement or instrument that is likely to have a Material Adverse Effect. The Company has not received written notice of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment.
Appears in 2 contracts
Sources: Respiratory Diseases Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company investors' Rights Agreement the Shareholders' Agreement and its employees with respect to the sale of the Company’s outstanding Common Stockany-Ancillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company or its Subsidiaries and any of its the Company's officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Neither the Company nor any one of its Subsidiaries is 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) future obligations (contingent or otherwise) of, or payments to, contracts for the Company in excess purchase of what is supplies and services that were entered into in the “budget” ordinary course of business and that do not extend for going publicmore than six (6) months beyond the date hereof, or (ii) sales contracts entered into in the transfer or license ordinary course of any patentbusiness, copyright, trade secret or other proprietary right to or from the Company and (other than licenses iii) contracts terminable at will by the Company of “off on no more than thirty (30) days notice without cost or liability to the shelf” Company and that do not involve any employment or other standard products), or (iii) provisions restricting consulting arrangement and are not material to the development, manufacture or distribution conduct of the Company’s products 's 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 disposition of the Company's or (iv) indemnification by its Subsidiaries' technology, shall not be considered to be contracts entered into in the Company with respect to infringements ordinary course of proprietary rightsbusiness.
(c) The Neither the Company nor any of its Subsidiaries 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred payments due for the purchase of supplies and services that are due under agreements entered into in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 in excess of $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 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 or any of its Subsidiaries 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 Articles of Incorporation or Bylaws that would have a Material Adverse Effect.
(f) The Company has not pursued in the past three (3) months in any substantive discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company in which the Company is not the surviving corporation, (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 a Preferred Stock Purchase Agreement (Pemstar Inc), Series a Preferred Stock Purchase Agreement (Pemstar Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, shareholders or employees, affiliates, or any "affiliate" or "associate" of such (as such terms are defined in the rules and regulations promulgated under the Securities Act affiliates or any affiliate thereof.
(b) There are no material agreements, understandings or proposed transactions between the Company, it affiliates, or to the Company's knowledge, any directors or any affiliate thereof and any company or other entity doing business with the Company or is in the same or similar business of the Company.
(c) There are no agreements (other than partnership contracts), 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 what is $50,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “"off the shelf” " or other standard productsproducts or in connection with agreements entered into in the ordinary course of business), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services (other than provisions contained within agreements entered into in the ordinary course of business), or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(cd) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 or in excess of $125,000 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, (v) acquired the business or shares of another party, or (vi) entered into any distributor, sales representative or similar agreements.
(de) For the purposes of subsections (bc) and (cd) 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.
(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 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 Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 4 Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc)
Agreements; Action. Except as set forth on Schedule 12(f) or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, 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 it (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries' products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cb) The Company has not Since December 31, 2004 (the "Balance Sheet Date") neither it nor any of its Subsidiaries has: (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, 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 Inventory in the ordinary course of business.
(dc) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(d) the Parent maintains disclosure controls and procedures ("Disclosure Controls") designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(e) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting ("Financial Reporting Controls") designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: i transactions are executed in accordance with management's general or specific authorization; ii unauthorized acquisition, use, or disposition of the Parent's assets that could have a material effect on the financial statements are prevented or timely detected; iii transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent's management and board of directors; v the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(f) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 2 contracts
Sources: Security Agreement (RG America, Inc.), Security Agreement (RG America, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockStock pursuant to the Plans, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products, each of which agreements are not, individually, material to the Company’s business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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.
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (Gen Probe Inc), Series F Preferred Stock Purchase Agreement (Gen Probe Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $75,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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 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, other than the sale of the Shares, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.
(f) The Company is not a party to any other agreement, instrument, commitment, plan or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the “Securities Act”).
(g) All of the contracts, agreements and instruments set forth on the Schedule of Exceptions pursuant to this Section 3.8 are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it and is not in default under nor in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument that would have a Material Adverse Effect. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any contract, agreement or instrument that is likely to have a Material Adverse Effect. The Company has not received written notice of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment.
Appears in 2 contracts
Sources: Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by positions on the Company with respect to infringements Scientific Advisory Board or any other consultancies, except as set forth in the Schedule of proprietary rightsExceptions.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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 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 Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Signal Pharmaceuticals Inc), Stock Purchase Agreement (Signal Pharmaceuticals Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $75,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, 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 it (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries' products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since June 30, 2005 (the "Balance Sheet Date") neither it nor any of its Subsidiaries has: (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, 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 Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) The Parent maintains disclosure controls and procedures ("Disclosure Controls") designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting ("Financial Reporting Controls") designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management's general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent's assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent's management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 2 contracts
Sources: Security Agreement (American Technologies Group Inc), Security Agreement (American Technologies Group Inc)
Agreements; Action. (a) Except for (i) the agreements explicitly contemplated hereby or by the Investor's Rights Agreement, (ii) employment, stock option, consulting and similar employer-employee arrangements, (iii) the agreements relating to registration rights described in Section 2.16, and (iv) the license agreement dated as of January 20, 1997 between the Company and its employees with respect to the sale of the Company’s outstanding Common StockYves Faroudja, there are no agreements, understandings, material agreements or proposed transactions understandings between the Company and any of its officers, directors, employees, affiliates, officers or any affiliate thereof.
(b) 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 not entered into in the ordinary course of business which may involve (i) future obligations (contingent or otherwise) of, of or payments to, to the Company in excess of what is in the “budget” for going public$100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from of the Company (other than licenses by the Company of “off the shelf” or other standard products)not referred to in Schedule 2.11, or (iii) provisions materially and adversely restricting or affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Since December 31, 1996, 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 or guaranteed any indebtedness for money borrowed or incurred any other liabilities (individually in excess of $100,000 or in excess of $250,000 in the aggregate, other than trade payables incurred vendor commitments in the ordinary course of business) individually in excess , obligations or liabilities of what is contemplated in the “budget” Company for going public compensation under employment, advisor or consulting agreements, a $2,000,000 credit facility with Silicon Valley Bank, and a $500,000 fixed asset term loan with Silicon Valley Bank, (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 in the ordinary course of business.
(d) For 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 Incorporation or By-laws, 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 purposes past three months in any discussion (i) with any representative of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any corporation or corporations regarding the same person consolidation or entity (including persons or entities merger of the Company has reason 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 percent of the voting power of the Company is disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(f) There are no joint venture contracts or other agreements (other than license agreements set forth on Schedule 2.11 or its collaborative agreements) involving a material sharing of profits or expenses to believe which the Company is a party.
(g) There are affiliated therewithno agreements (other than license agreements set forth in Schedule 2.11 or its collaborative agreements) shall be aggregated materially limiting the freedom of the Company to compete in any line of business or any geographic area or with any person.
(h) There are no agreements providing for disposition of the purpose business, assets or shares of meeting the individual minimum dollar amounts Company, agreements of such subsectionsmerger or liquidation to which the Company is a party or letters of intent with respect to the foregoing.
(i) There are no letters of intent or agreements with respect to the acquisition by the Company of the business, assets or shares of any other business.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it or any of its Subsidiaries is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the “budget” for going public, 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 by arising from the Company purchase of “off the shelf” software or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since June 30, 2006, the Company has not 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations and the NIR Notes) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $50,000 in the aggregate; (iii) made any loans or advances to any personperson in excess, individually or in the aggregate, of $50,000, other than ordinary course 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.
(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.
Appears in 1 contract
Sources: Securities Purchase Agreement (Greens Worldwide Inc)
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby the Offering Documents and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockExisting Indebtedness, 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 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 involve: (iA) future obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries outside of what is in the “budget” for going public, or ordinary course; (iiB) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries; (other than licenses by C) the Company grant of “off rights to license, market or sell products; (D) the shelf” or other standard products), grant of any Lien in the material assets of the business; or (iiiE) provisions restricting or affecting the development, manufacture ability to transfer or move, or distribution of the Company’s Company or its Subsidiaries’ products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(cii) The Since the date of the Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Public Disclosure Documents, the Company or its Subsidiaries 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, (iiA) incurred or guaranteed any indebtedness for money borrowed that has not been repaid and released or any other liabilities (other than trade payables incurred individually or in the ordinary course of business) individually aggregate in excess of what is contemplated in the “budget” for going public U.S.$10,000,000, (iiiB) made any loans or advances to any person, other than in the ordinary advances for travel expensescourse of business, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, rights other than the sale of its inventory in the ordinary course of business.;
(diii) For the purposes of subsections (bi) and (cii) 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. Other than as disclosed in the Public Disclosure Documents, the Company is not a guarantor of any other person, entity or business.
Appears in 1 contract
Sources: Underwriting Agreement
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There Except as set forth in 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any material patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or license agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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 not engaged in the past twelve 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, 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 contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of “off business, in each case, except as set forth in the shelf” or other standard products), or (iii) provisions restricting Company's filing with the development, manufacture or distribution Securities and Exchange Commission as of the Company’s products or services or date hereof (iv) indemnification by the Company with respect to infringements of proprietary rights"SEC Filings").
(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, other than the Company's payment of a paid-in-kind dividend to the existing holders of the Series D Preferred Stock on November 11, 2000 and as of the exchange date under the Exchange Agreement, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or in the “budget” for going public aggregate in excess of $250,000, (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, in each case, except as set forth in the Company's SEC Filings.
(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 proposed, and is engaged in, discussions regarding the acquisition of Einstein as described in the Schedule 5.7.
Appears in 1 contract
Sources: Series F Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby and agreements between by the Company Investors’ Rights Agreement, and its employees with respect to that certain Amended and Restated Right of First Refusal Agreement, by and among Company, the sale Investors (as defined therein) and the Founders (as defined therein), dated as of November 2, 2001 (the Company’s outstanding Common Stock“First Refusal Agreement”), there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(bii) 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 (iA) future obligations (contingent or otherwise) of, or payments to, the to Company in excess of what is of, $50,000 not entered into in the “budget” for going publicordinary course of business, or (iiB) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off software and products in the shelf” or other standard productsordinary course of business), or (iiiC) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(ciii) The Company has not (iA) accruedexcept as set forth on Schedule II, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iiiB) made any loans or advances to any person, other than ordinary advances for travel expensesexpenses and commissions, or (ivC) 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.
(div) 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.
(v) Company is not engaged in any discussion (A) with any representative of any corporation or corporations regarding the consolidation or merger of Company with or into any such corporation or corporations, (B) 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 Company or a transaction or Series of related transactions in which more than fifty percent (50%) of the voting power of Company is disposed of, or (C) regarding any other form of acquisition, liquidation, dissolution or winding up of Company.
Appears in 1 contract
Sources: Unit Purchase Agreement (Motive Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby To the Knowledge of Public Disclosure and agreements between the Company ▇▇▇▇ ▇. ▇▇▇▇▇▇ and its employees with respect to the sale of the Company’s outstanding Common Stock▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and except as set forth in Schedule 2.7, 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 are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Public Disclosure 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 Public Disclosure in excess of what is in the “budget” for going public$10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Public Disclosure (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Public Disclosure's products or services or (iv) indemnification by the Company Public Disclosure with respect to infringements of proprietary rights.
(cb) The Company Public Disclosure 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course Ordinary Course of businessBusiness or as disclosed in the Public Disclosure Financial Statements) individually in excess of what is contemplated $10,000 or, in excess of $15,000 in the “budget” for going public aggregate, (iiiii) made any loans or advances to any person, other than ordinary advances for travel expenses, 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 Ordinary Course of businessBusiness.
(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 Public Disclosure has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to Offering Documents, Existing Indebtedness, Existing Liens or in the sale ordinary course of the Company’s outstanding Common Stockbusiness, 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 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 involve: (iA) future obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries and Partnerships outside of what is in the “budget” for going public, or ordinary course; (iiB) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries and Partnerships; (other than licenses by C) the Company grant of “off rights to license, market or sell products; (D) the shelf” or other standard products), grant of any Lien on the material assets of the business; or (iiiE) provisions restricting or affecting the development, manufacture ability to transfer or move, or distribution of the Company’s Company or its Subsidiaries’ and Partnerships’ products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(cii) The Since the date of the Company Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Public Disclosure Documents, the Company or its Subsidiaries and Partnerships has not (iA) accruedexcluding ordinary course leases, 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 or guaranteed any indebtedness for money borrowed that has not been repaid and released or any other liabilities (other than trade payables incurred individually or in the ordinary course of business) individually aggregate in excess of what is contemplated in the “budget” for going public $5,000,000, (iiiB) made any loans or advances to any person, other than in the ordinary advances for travel expensescourse of business, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, rights other than the sale of its inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) 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. Other than as disclosed in the Public Disclosure Documents, the Company is not a guarantor of any other person, entity or business.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between as set forth on the Company and its employees with respect to the sale Schedule of the Company’s outstanding Common StockExceptions, there are no agreements, understandings, instruments or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees contracts 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 what is in the “budget” for going publicOne Hundred Thousand Dollars ($100,000), other than obligations with respect to compensation under employment or consulting agreements previously disclosed to each Investor, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from of the Company (other than licenses by the Company of “off the shelf” or other standard products)Company, or (iii) provisions restricting agreements relating to the development, manufacture or distribution of the Company’s products or services or 's products, (iv) indemnification by the Company with respect to infringements infringement of proprietary rightsrights or (v) any other material agreement.
(cb) 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 or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated One Hundred Thousand Dollars ($100,000) or in excess of One Hundred Fifty Thousand Dollars ($150,000) in the “budget” for going public aggregate, other than obligations with respect to compensation under employment or consulting agreements, (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 and other than sales, exchanges or dispositions which would result in a Material Adverse Effect on the Company.
(c) The Company is not a party to or bound by any contract, agreement or instrument, or subject to any restriction under the Restated Articles or Bylaws, which would have a Material Adverse Effect on its business as now conducted or as proposed to be conducted.
(d) For The Company has not engaged and is not presently engaged in any discussion (i) with any representative of any corporation or corporations regarding the purposes consolidation or merger 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 therewithwith or into any such corporation or corporations, (ii) shall be aggregated for with any corporation, partnership, association or other business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionsthe Company or a transaction or series of related transactions in which more than twenty-five percent (25%) of the voting power of the Company is disposed of or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company Purchaser and its employees with respect to the sale of the CompanyPurchaser’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company Purchaser and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereofof any of the foregoing.
(b) There are no agreements, understandings, instruments, contractsContracts, proposed transactions, judgments, ordersOrders, writs or decrees to which the Company Purchaser 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 Purchaser in excess of what is $100,000 (other than obligations of, or payments to, the Purchaser arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Purchaser (other than licenses by the Company Purchaser of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the CompanyPurchaser’s products or services services, or (iv) indemnification by the Company Purchaser with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company Purchaser 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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 Contracts and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company Purchaser has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Asset Purchase Agreement (Esim LTD)
Agreements; Action. Except as as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 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 involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going public, 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 by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since December 31, 2003, the Company has not 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $100,000, 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.
(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.
Appears in 1 contract
Sources: Securities Purchase Agreement (RPM Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between as disclosed in Section 3.6 of the Company and its employees with respect to the sale of the Company’s outstanding Common StockDisclosure Schedule, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, officers or directors, employees, affiliatesor any family member of any of its officers or directors, or any affiliate thereof.
(b) There Except as disclosed in Section 3.6 of the Company Disclosure Schedule, 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 what is in the “budget” for going public$10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights, other than indemnification provisions contained in purchase orders or license agreements arising in the ordinary course of business.
(c) The Except as set forth in the Company Financial Statements, since the Company Statement Date, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public ), (iii) made any loans or advances to any person, other than ordinary and reasonable advances for travel expenses, other than in the ordinary course of business, 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 subsection (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.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreements, understandings, understandings or proposed transactions between the Company Parent and any of its officers, officers or directors, employees, affiliatesor any family member of any of its officers or directors, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Parent 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 Parent in excess of what is in $10,000 out of the “budget” for going publicordinary 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 by the Company of “off the shelf” or other standard products), Parent or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Parent's products or services services, or (iv) indemnification by the Company Parent with respect to infringements of proprietary rights.
(c) The Company Since the Parent Statement Date, the Parent 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated business or as disclosed in the “budget” for going public Parent Financial Statements), (iii) made any loans or advances to any person, other than ordinary and reasonable advances for travel expensesexpenses and intercompany advances, 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, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandingswritten or oral, or proposed transactions between the Company and any subsidiary and any of its their officers, directors, employees, directors or 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 any subsidiary is a party or to its knowledge by which it any of them is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret Intellectual Property Rights or other proprietary right to or from the Company (other than licenses by entered into in the ordinary course of business).
(c) There are no agreements, commitments, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company of “off the shelf” or other standard productsany subsidiary is a party or by which they are bound that may involve (i) obligations (contingent or otherwise), or payments to the Company or any subsidiary, in excess of $250,000, other than obligations of, or payments to, the Company or any subsidiary arising from agreements entered into in the ordinary course of business, or (iiiii) provisions materially restricting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by collectively, "Material Contracts"). The Material Contracts are valid and in full force and effect as to the Company with respect and any Operating Subsidiary, and, to infringements of proprietary rightsthe Company's knowledge, to the other parties thereto.
(cd) The Company has not With the exception of (i) accruedindebtedness of the Company and its subsidiaries under that certain Credit Agreement of even date herewith (the "Credit Agreement") by and among the Company, declared or paid any dividendsClearlake Capital Group, or authorized or made any distribution upon or with respect to any class or series of its capital stockLP, as Administrative Agent and Collateral Agent and the Lenders party thereto, and (ii) incurred or guaranteed the indebtedness contemplated by that certain First Lien Debt Commitment Letter of even date herewith (the "First Lien Debt Commitment Letter") and Second Lien Debt Commitment Letter of even date herewith (the "Second Lien Debt Commitment Letter"), between the Company and Clearlake Capital Group, LP (the Credit Agreement, First Lien Debt Commitment Letter and Second Lien Debt Commitment Letter, collectively, the "Debt Financings"), neither the Company nor any subsidiary has outstanding any indebtedness for money borrowed (which, for clarity, the parties agree does not include accounts payables or any other liabilities (other than trade payables incurred in the ordinary course of businesspayables, capital leases or accrued expenses) individually in excess of what is contemplated $250,000 or, in the “budget” case of indebtedness for going public (iii) made any loans or advances to any personmoney borrowed individually less than $250,000, in excess of $5,000,000 in the aggregate, 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 liabilities incurred in the ordinary course of business.
(de) 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.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockStock pursuant to the Plan, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of indemnifications by the Company’s products or services or (iv) indemnification by the Company , including with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Veraz Networks, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockRelated Documents, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to the Company, in excess of $25,000, other than obligations of, or payments to, the Company in excess of what is arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (Company, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) 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) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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 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 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 (Lendingtree Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between as set forth in the Company and its employees with respect to the sale of the Company’s outstanding Common StockCredito Disclosure Letter, there are no agreements, understandings, understandings or proposed transactions between the Company Credito and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except as set forth in the Credito Disclosure Letter, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Credito is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Credito in excess of what is in the “budget” for going public$20,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Credito (other than licenses by the Company license of “off Credito's software and products in the shelf” or other standard productsordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Credito's products or services services, or (iv) indemnification by the Company Credito with respect to infringements of proprietary rights.
(c) The Company Credito has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $20,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $20,000, in excess of $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.for
(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 Credito has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Credito is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or Bylaws, that adversely affects its business as now conducted or proposed to be conducted immediately following the Closing, or its properties or its financial condition.
Appears in 1 contract
Sources: Merger Agreement (Quepasa Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, Related Agreements there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contractscontracts or proposed transactions to which the Company is a party or by which it is bound, proposed transactions, nor to its knowledge any judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which bound, that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$250,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by entered into in the ordinary course of business involving payments to the Company of “off the shelf” or other standard productsnot exceeding $250,000), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or license agreements entered into in the ordinary course of business), (iv) provisions restricting or affecting development, manufacture, or distribution of the Company’s products or services or proposed products or services or (v) any other material agreement.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $250,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $250,000, in excess of $500,000 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 that materially 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 months in any discussion (i) with any representative of any corporation or corporations whereby the Company has agreed to or plans to consolidate or merge the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual whereby the Company has agreed to or plans to sell, convey or dispose 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 to be disposed of, other than as contemplated by this Agreement, or (iii) whereby the Company has agreed to or plans to engage in or pursue any other form of liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Pinnacle 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 Pinnacle in excess of what is in the “budget” for going public$10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Pinnacle (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions materially restricting the development, manufacture or distribution of the Company’s Pinnacle's products or services or (iv) indemnification by the Company Pinnacle with respect to infringements of proprietary rights.
(cb) The Company Pinnacle 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course Ordinary Course of businessBusiness or as disclosed in the Pinnacle Financial Statements) individually in excess of what is contemplated $10,000 or, in excess of $15,000 in the “budget” for going public aggregate, (iiiii) made any loans or advances to any person, other than ordinary advances for travel expenses, 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 Ordinary Course of businessBusiness.
(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 Pinnacle has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, stockholders or employees, affiliates, or any “affiliate” or “associate” (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such affiliates or any affiliate thereof.
(b) There are no material agreements, understandings or proposed transactions between the Company, it affiliates, or to the Company’s knowledge, any directors or any affiliate thereof and any company or other entity doing business with the Company or which is in the same or similar business of the Company.
(c) 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 what is $50,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “off the shelf” or other standard productsproducts or in connection with the license of the Company’s software and products in object code form entered into in the ordinary course of business pursuant to standard end-user agreements, the form of which has been provided to the Purchasers), or (iii) provisions restricting restricting, or granting to other parties the rights to, the development, manufacture manufacture, distribution, marketing, assembling or distribution sale of the Company’s products or services (other than provisions contained within agreements entered into in the ordinary course of business), or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(cd) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 or in excess of $125,000 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, (v) acquired the business or shares of another party, or (vi) entered into any distributor, sales representative or similar agreements.
(de) For the purposes of subsections (bc) and (cd) 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.
(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 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 E Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale as set forth in Section 2.9 of the Company’s outstanding Common StockDisclosure Schedule, 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 are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Hearing is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company to Hearing in excess of what is of, $25,000 in any one case or in the “budget” for going publicaggregate, or (ii) the transfer license, protection or license use of any patent, copyright, trade secret or other proprietary Intellectual Property right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)Hearing, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Hearing's products or services or (iv) indemnification relating to the borrowing of money. Except as set forth in Section 2.9 of the Disclosure Schedule, all of such contracts and other agreements are valid and in full force and effect and binding upon the parties thereto in accordance with their terms, and Hearing has paid in full or accrued all amounts due by it thereunder and has satisfied in full or provided for all of its liabilities and obligations thereunder, and is not in default under any of them, nor, to the Company knowledge of Hearing, is any other party to any such contract or other agreement in default thereunder or does any condition exist that with respect to infringements notice or lapse of proprietary rightstime or both would constitute a default thereunder.
(cb) The Company Hearing has not (i) accrued, 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 for the Purjes Bridge Loan, incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public $25,000, (iii) made any loans or advances to any person, other than ordinary advances for travel and similar out-of-pocket 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.
Appears in 1 contract
Sources: Investment Agreement (Misonix Inc)
Agreements; Action. Except as otherwise set forth herein:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockas otherwise disclosed in any SEC Reports, 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 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 what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by the Company of “off the shelf” or other standard products)Company, or (iii) provisions restricting the development, manufacture or distribution of the Company’s products 's services or services products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Except as otherwise disclosed in any SEC Reports, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred liabilities, individually or in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public aggregate, exceeding $100,000, (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $10,000, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the **CONFIDENTIAL TREATMENT REQUESTED sale of its inventory in the ordinary course of business. Except as disclosed in its SEC Reports, the Company is not in default with respect to any indebtedness.
(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.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandingswritten or oral, or proposed transactions between the Company and any subsidiary and any of its their officers, directors, employees, directors or 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 any subsidiary is a party or to its knowledge by which it any of them is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret Intellectual Property Rights or other proprietary right to or from the Company (other than licenses by entered into in the ordinary course of business).
(c) There are no agreements, commitments, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company of “off the shelf” or other standard productsany subsidiary is a party or by which they are bound that may involve (i) obligations (contingent or otherwise), or payments to the Company or any subsidiary, in excess of $250,000, other than obligations of, or payments to, the Company or any subsidiary arising from agreements entered into in the ordinary course of business, or (iiiii) provisions materially restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by collectively, “Material Contracts”). The Material Contracts are valid and in full force and effect as to the Company with respect and any Operating Subsidiary, and, to infringements of proprietary rightsthe Company’s knowledge, to the other parties thereto.
(cd) The Company has not With the exception of (i) accruedindebtedness of the Company and its subsidiaries under that certain Credit Agreement of even date herewith (the “Credit Agreement”) by and among the Company, declared or paid any dividendsClearlake Capital Group, or authorized or made any distribution upon or with respect to any class or series of its capital stockLP, as Administrative Agent and Collateral Agent and the Lenders party thereto, and (ii) incurred or guaranteed the indebtedness contemplated by that certain First Lien Debt Commitment Letter of even date herewith (the “First Lien Debt Commitment Letter”) and Second Lien Debt Commitment Letter of even date herewith (the “Second Lien Debt Commitment Letter”), between the Company and Clearlake Capital Group, LP (the Credit Agreement, First Lien Debt Commitment Letter and Second Lien Debt Commitment Letter, collectively, the “Debt Financings”), neither the Company nor any subsidiary has outstanding any indebtedness for money borrowed (which, for clarity, the parties agree does not include accounts payables or any other liabilities (other than trade payables incurred in the ordinary course of businesspayables, capital leases or accrued expenses) individually in excess of what is contemplated $250,000 or, in the “budget” case of indebtedness for going public (iii) made any loans or advances to any personmoney borrowed individually less than $250,000, in excess of $5,000,000 in the aggregate, 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 liabilities incurred in the ordinary course of business.
(de) 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.
Appears in 1 contract
Sources: Stock Purchase Agreement (Clearlake Capital Partners, LLC)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company Target Transaction Documents and its employees Target's form Indemnification Agreement entered into with respect to the sale certain of the Company’s outstanding Common StockTarget's directors, there are no agreements, understandings, understandings or proposed transactions between the Company Target and any of its officers, directors, employees, affiliates, officers or directors or any affiliate thereofof any officer or director.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Target is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company to Target in excess of what is in $50,000 per year, except as set forth on the “budget” for going public, Target Financial Statements or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Target (other than licenses by any license of Target's software and products in the Company ordinary course of “off the shelf” or other standard productsbusiness), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Target's products or services services, or (iv) indemnification by the Company Target with respect to infringements of proprietary rights.
(c) The Company Target has not (i) accrued, 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 the Target Financial Statements incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesand similar expenses approved in the ordinary course of business, 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 Target has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Target 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 that could reasonably be expected to have a Material Adverse Effect on Target.
(f) Except as contemplated by this Agreement, Target 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 Target 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 Target or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Target is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of Target.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Ashford Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, 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 what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by entered into in the Company ordinary course of “the Company's business a standard form of which have been made available to Purchaser or Purchaser's counsel or 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 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to redemption of Common Stock referred to in the Schedule of Exceptions and indebtedness incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated in the “budget” for going public $100,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, 5 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 aggregated.
e) Except as set forth in Section 3.6(e) of the purpose Schedule of meeting Exceptions, the individual minimum dollar amounts Company is not aware of such subsectionsany material agreements to which it is a party or by which its assets are bound. For purposes of this Section 3.6(e), "material" shall mean agreements that involve revenues payable to the Company in excess of $200,000, or obligations payable by the Company in excess of $100,000.
Appears in 1 contract
Sources: Securities Purchase Agreement (Vobis Microcomputer Ag)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockas set forth on Schedule 4.03, 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 are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Issuer or any of its Subsidiaries is a party or to its knowledge by which it any of them is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Issuer or any of its Subsidiaries in excess of what is $20,000 (other than obligations of, or payments to, the Issuer or any of its Subsidiaries entered into in the “budget” for going publicordinary course of business or in connection with the acquisition of a healthcare business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Issuer or any of its Subsidiaries (other than licenses by arising from the Company 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 of the Issuer or any of its Subsidiaries, or (iv) indemnification by a restriction in any manner on the Company Issuer's or any of its Subsidiaries' right to compete with respect any other Person or a restriction on the Issuer or any of its Subsidiaries' right to infringements of proprietary rightssell to or purchase from any other Person.
(cb) The Company Issuer has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to to, or repurchases of, any class or series of its capital stock, (ii) except pursuant to the Issuer Credit Documents or as set forth on Schedule 4.03, incurred or guaranteed any indebtedness for money borrowed that is outstanding as of the date hereof or any other liabilities (other than trade payables with respect to liabilities incurred in the ordinary course of business) individually in excess of what is contemplated $5,000 or, in the “budget” for going public case of indebtedness and/or liabilities in excess of $5,000 individually or $25,000 in the aggregate, (iii) made any loans or advances to any personPerson, 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.
(dc) For the purposes of subsections (bSection 4.03(a) and (c) aboveb), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons the Issuer or entities the Company its Subsidiaries has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsSections.
Appears in 1 contract
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to Offering Documents, the sale Existing Indebtedness, the Existing Liens or in the ordinary course of the Company’s outstanding Common Stockbusiness, 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 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 involve: (iA) future obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries outside of what is in the “budget” for going public, or ordinary course; (iiB) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries; (other than licenses by C) the Company grant of “off rights to license, market or sell products; (D) the shelf” or other standard products), grant of any Lien on the material assets of the business; or (iiiE) provisions restricting or affecting the development, manufacture ability to transfer or move, or distribution of the Company’s Company or its Subsidiaries’ products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(cii) The Since the date of the Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Public Disclosure Documents, the Company or its Subsidiaries has not (iA) accruedexcluding ordinary course leases, 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 or guaranteed any indebtedness for money borrowed that has not been repaid and released or any other liabilities (other than trade payables incurred individually or in the ordinary course of business) individually aggregate in excess of what is contemplated in the “budget” for going public U.S.$5,000,000, (iiiB) made any loans or advances to any person, other than in the ordinary advances for travel expensescourse of business, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, rights other than the sale of its inventory in the ordinary course of business.;
(diii) For the purposes of subsections (bi) and (cii) 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. Other than as disclosed in the Public Disclosure Documents, the Company is not a guarantor of any other person, entity or business.
Appears in 1 contract
Sources: Underwriting Agreement
Agreements; Action. (a) Except for the Registration Rights Agreement or other contracts or agreements explicitly referred to or contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockherein or therein, there are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Since 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 toStatement Date, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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) abovethis subsection, 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.
(c) Other than as described in the Schedule of Exceptions, the Company is not under any binding obligation to any third party (other than obligations to keep information or discussions confidential) as a result of any discussion or negotiation undertaken in the past twelve months relating to (i) the consolidation or merger of the Company with or into any such corporation or corporations, (ii) 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, or (iii) any other form of acquisition, liquidation, dissolution, or winding up, of the Company.
Appears in 1 contract
Sources: Purchase Agreement (Bioject Medical Technologies Inc)
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to Offering Documents, the sale Existing Indebtedness, the Existing Liens or in the ordinary course of the Company’s outstanding Common Stockbusiness, 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 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 involve: (iA) future obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries and Partnerships outside of what is in the “budget” for going public, or ordinary course; (iiB) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries and Partnerships; (other than licenses by C) the Company grant of “off rights to license, market or sell products; (D) the shelf” or other standard products), grant of any Lien on the material assets of the business; or (iiiE) provisions restricting or affecting the development, manufacture ability to transfer or move, or distribution of the Company’s Company or its Subsidiaries’ and Partnerships’ products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(cii) The Since the date of the Company Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Public Disclosure Documents, the Company or its Subsidiaries and Partnerships has not (iA) accruedexcluding ordinary course leases, 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 or guaranteed any indebtedness for money borrowed that has not been repaid and released or any other liabilities (other than trade payables incurred individually or in the ordinary course of business) individually aggregate in excess of what is contemplated in the “budget” for going public $5,000,000, (iiiB) made any loans or advances to any person, other than in the ordinary advances for travel expensescourse of business, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, rights other than the sale of its inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) 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. Other than as disclosed in the Public Disclosure Documents, the Company is not a guarantor of any other person, entity or business.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby as set forth in the SEC Reports and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockSchedule 4.6 hereto, 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 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 what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Except as set forth in the SEC Reports, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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.
(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.
(d) The Company has not engaged in the past two years 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 or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Implant Sciences Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, 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 are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts (whether written or oral) (each a "CONTRACT") 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) future that is material to the Company or the conduct of its business, (ii) that involves (1) obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 in the “budget” for going publicaggregate, or (ii2) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, (other than licenses by 3) the Company grant of “off the shelf” or other standard products)rights to manufacture, produce, assemble, license, market, or (iii) provisions restricting the development, manufacture sell its products to any other person or distribution of affect the Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services or (iv4) the indemnification by the Company with respect to infringements of proprietary rightsIntellectual Property (as defined herein) or any other matter, or (iii) under which the Company is restricted from carrying on any business anywhere in the world. The Company has delivered or made available to the Purchasers a true, complete and correct copy of each written Contract and a reasonably detailed written description of each oral Contract listed on the Schedule of Exceptions.
(b) With respect to each Contract required to be set forth in the Schedule of Exceptions pursuant to Section 3.16(a) hereof (whether such Contract is listed in such Schedule of Exceptions): (i) such Contract is a legal, valid and binding obligation of the Company and, to the knowledge of the Company, the other parties thereto; (ii) the Company is not in default under such Contract and, to the knowledge of the Company, no other person that is a party to such Contract is in default thereunder; and (iii) no event has occurred or no circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or any other person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, such Contract.
(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 or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or in excess of $50,000 in the “budget” for going public 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 of, or created any of its lien on or other encumbrance with respect to, any assets or rightsrights of the Company, 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.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is of, $50,000 not entered into in the “budget” for going publicordinary 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 by the Company license of “off the shelf” or other standard productsCompany's software and products in the ordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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 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 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 (Motive Communications Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, shareholders or employees, affiliates, or any "affiliate" or "associate" of such (as such terms are defined in the rules and regulations promulgated under the Securities Act affiliates or any affiliate thereof.)
(b) There are no material agreements, understandings or proposed transactions between the Company, it affiliates, or to the Company's knowledge, any directors or any affiliate thereof and any company or other entity doing business with the Company or is in the same or similar business of the Company.
(c) There are no agreements (other than partnership contracts), 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 what is $50,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “"off the shelf” " or other standard productsproducts or in connection with agreements entered into in the ordinary course of business), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services (other than provisions contained within agreements entered into in the ordinary course of business), or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(cd) 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 or in excess of $125,000 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, (v) acquired the business or shares of another party, or (vi) entered into any distributor, sales representative or similar agreements.
(de) For the purposes of subsections (bc) and (cd) 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. 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 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 3 Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, Company or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, 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 or any of its Subsidiaries (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's or any of its Subsidiaries' products or services services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since September 30, 2003, neither Company has not nor any of its Subsidiaries has: (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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $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 (bi) and (cii) of this Section 12(f) 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 therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby The SEC Reports list all material agreements, understandings, instruments and agreements between contracts, whether written or oral, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its assets and its employees with respect to properties are bound.
(b) Except as set forth in the sale of SEC Reports or the Company’s outstanding Common StockDisclosure Schedule, there are no agreements, understandings, understandings or proposed transactions between the Company or any of its subsidiaries and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(bc) There Except as set forth in the SEC Reports, this Agreement or as described in the Disclosure Schedule, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of what is in the “budget” for going public$25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (or any of its subsidiaries, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's or any of its subsidiaries' products or services, (iv) a warranty with respect to its services rendered or its products sold or leased other than in the ordinary course of business, or (ivv) indemnification by the Company or any of its subsidiaries with respect to infringements of proprietary rights.
(cd) The Except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries has not (i) accrued, 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 or guaranteed any material indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public liabilities, (iii) made any material loans or advances to any person, other than ordinary advances for travel expensesexpenses and other customary employment-related advances made in the ordinary course of business, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(de) For the purposes of subsections (bc) and (cd) 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.
(f) All of the contracts, agreements and instruments set forth on the Disclosure Schedule pursuant to this Section 2.13 are valid, binding and enforceable in accordance with their respective terms and there has been no material change to or amendment to a material contract by which the Company or any of its subsidiaries or any of their respective assets or properties is bound or subject. Each of the Company and each of its subsidiaries has 8 performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument and neither the Company nor any of its subsidiaries have any present expectation or intention of not fully performing all such obligations. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any of its subsidiaries under any contract, agreement or instrument. None of the Company nor any of its subsidiaries have knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment.
(g) Neither the Company nor any of its subsidiaries is a party to or is bound by any contract, agreement or instrument, that materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp)
Agreements; Action. Except as set forth on the Disclosure Schedules:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof, other than the agreements explicitly contemplated hereby.
(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) future obligations (contingent or otherwise) of, or payments to the Company, in excess of $50,000, other than obligations of, or payments to, the Company in excess of what is arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (Company, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Since the date of the most recent audited balance sheet provided to the Investors by the Company, the Company has not (i) accrued, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public $50,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or guaranteed the obligations of any person, 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) There are no other agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that are material to the conduct of the Company's business.
(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.
Appears in 1 contract
Agreements; Action. (a) Except as disclosed in Section 3.9(a) of the Schedule of Exceptions, and except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to options previously granted under the sale of the Company’s outstanding Common Stock2015 Plan, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, and employees, affiliates, and Affiliates or any affiliate Affiliate thereof. For purposes of this Agreement, an “Affiliate” is any person who, directly or indirectly, controls, is controlled by or is under common control with any other person.
(b) There Except as disclosed in Section 3.9(b) of 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase, sale or non-exclusive license agreements entered into in the “budget” for going publicordinary 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 by arising from the Company purchase of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business). Section 3.9(b) of the Schedule of Exceptions sets forth a listing of all current consultants to the Company.
(c) The Except as disclosed in Section 3.9(c) of the Schedule of Exceptions, 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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 EXHIBIT D - 4 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesexpenses or in accordance with the Company’s employee reimbursement policy, 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.
Appears in 1 contract
Sources: Note Purchase Agreement (Gemphire Therapeutics Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, stockholders 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) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(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 or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $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) 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 six (6) months in any discussion with any representative of any corporation or corporations or other entity regarding the liquidation, dissolution or winding up of the Company or regarding any Acquisition or Asset Transfer, as those terms are defined in the Restated Certificate.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Petroleum Place Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandingswritten or oral, or proposed transactions between the Company and any subsidiary and any of its their officers, directors, employees, directors or 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 any subsidiary is a party or to its knowledge by which it any of them is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret Intellectual Property Rights or other proprietary right to or from the Company (other than licenses by entered into in the ordinary course of business).
(c) There are no agreements, commitments, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company of “off the shelf” or other standard productsany subsidiary is a party or by which they are bound that may involve (i) obligations (contingent or otherwise), or payments to the Company or any subsidiary, in excess of $250,000, other than obligations of, or payments to, the Company or any subsidiary arising from agreements entered into in the ordinary course of business, or (iiiii) provisions materially restricting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by collectively, "Material Contracts"). The Material Contracts are valid and in full force and effect as to the Company with respect and any Operating Subsidiary, and, to infringements of proprietary rightsthe Company's knowledge, to the other parties thereto.
(cd) The Company has not With the exception of (i) accruedindebtedness of the Company and its subsidiaries under that certain Credit Agreement dated as of August 1, declared or paid any dividends2007 (the "Credit Agreement") by and among the Company, or authorized or made any distribution upon or with respect to any class or series of its capital stockClearlake Capital Group, LP, as Administrative Agent and Collateral Agent and the Lenders party thereto, and (ii) incurred or guaranteed the indebtedness contemplated by that certain Amended and Restated First Lien Debt Commitment Letter of even date herewith (the "First Lien Debt Commitment Letter") and that certain Amended and Restated Second Lien Debt Commitment Letter of even date herewith (the "Second Lien Debt Commitment Letter"), between the Company and Clearlake Capital Group, LP (the Credit Agreement, First Lien Debt Commitment Letter and Second Lien Debt Commitment Letter, collectively, the "Debt Financings"), neither the Company nor any subsidiary has outstanding any indebtedness for money borrowed (which, for clarity, the parties agree does not include accounts payables or any other liabilities (other than trade payables incurred in the ordinary course of businesspayables, capital leases or accrued expenses) individually in excess of what is contemplated $250,000 or, in the “budget” case of indebtedness for going public (iii) made any loans or advances to any personmoney borrowed individually less than $250,000, in excess of $5,000,000 in the aggregate, 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 liabilities incurred in the ordinary course of business.
(de) 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.
Appears in 1 contract
Agreements; Action. (a) Except Other than as set forth in EXHIBIT C, and except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, 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 in EXHIBIT C, 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) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Other than as set forth in EXHIBIT C, the Company has not not, subsequent to August 20, 1999, except for repurchases of options, at cost, from terminated employees, (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 or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 in the “budget” for going public 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, its properties or its financial condition.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock and Warrant Purchase Agreement (Trega Biosciences Inc)