Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business). (c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Macrovision Corp), Series D Preferred Stock Purchase Agreement (Macrovision Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof, in addition to employment agreements.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$100,000, or (ii) provisions restricting or adversely affecting the development, manufacture or distribution conduct of the Company's products ’s business or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)operations.
(c) The Since March 1, 2009 the Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 250,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Articles of Incorporation or series its Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company and each of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, its Subsidiaries have no outstanding loans to its officers or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companydirectors.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sylios Corp), Securities Purchase Agreement (Adventure Energy, Inc.)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), ; or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services; or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Since December 31, 2004, neither the Company has not nor any of its Subsidiaries has: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the (other than ordinary course of business obligations) individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Epixtar Corp), Securities Purchase Agreement (Epixtar Corp)
Agreements; Action. (ai) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no material agreements, understandings understandings, instruments, contracts or proposed transactions between the Company and any of its officers, directors, employees, affiliates or any affiliate thereof.
(bii) There Except for agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party party, or to its knowledge by which it is bound bound, which may involve (iA) obligations (contingent or otherwise) of, or annual payments to, by the Company in excess of US $10,000 50,000 that are not terminable by the Company on up to 30 days notice, (B) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, licenses by the Company arising from purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiC) provisions restricting or affecting in any material respect the development, manufacture or distribution of the Company's products or services services, or (iiiD) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(ciii) The Company has not (iA) declared or paid any 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 or as disclosed in the Financial Statements) individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregate), (iiiC) made any material 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Purchase of Stock Agreement, Stock Purchase Agreement
Agreements; Action. (a) Except as set forth on the Schedule of Exceptions and except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereoftheir respective affiliates.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.any
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Jato Communications Corp), Series C Preferred Stock Purchase Agreement (Jato Communications Corp)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Data Systems & Software Inc), Securities Purchase Agreement (Digital Fusion Inc/Nj/)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i1) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 25,000 (other than obligations of, or payments to, the Company arising from the purchase of supplies or sale agreements of Company products entered into in the ordinary course of business), or (ii2) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products), or (3) provisions restricting or affecting the development, manufacture or distribution of the Company's ’s products or services services, or (iii4) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business).
(cb) The Company has not (i1) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii2) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business or disclosed in the Financial Statements) individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 50,000 in the aggregate), (iii3) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv4) 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 (b) and (c) abovethis Section 3.6, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of10,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's , other than licenses arising from the purchase of “off the shelf” or other standard products or services the Company’s standard form of customer agreement, or (iii) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 20,000 in the aggregate, other than the Notes and the Working Capital Facility (as defined in Section 8.2(a)), (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 (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Servicesource International LLC), Securities Purchase Agreement (Servicesource International LLC)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors’ Rights Agreement, and its employees with respect to the sale of the Company's Common StockFirst Refusal Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $50,000 not entered into in the ordinary course of $10,000 business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company’s software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement, Series C Preferred Stock Purchase Agreement (Motive Inc)
Agreements; Action. Except as set forth on Schedule 4.6:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 or in the aggregate), of $100,000, (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. 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Netguru Inc), Securities Purchase Agreement (Netguru Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockexpressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as contemplated by this Agreement or as listed on SCHEDULE 2.13 hereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's products or services services, or (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)and any Person.
(c) The Except as listed on SCHEDULE 2.13 hereto, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association lease or other business entity agreement or instrument or subject to any individual regarding the sale, conveyance charter or disposition of all or substantially all of the assets of corporate restriction which has a material adverse effect on the Company, or a transaction limits or series of related transactions in which more than fifty percent (50%) of restricts the voting power ability of the Company to carry out its obligations under this Agreement. The Company is disposed ofnot in default in any respect in the performance, observance or (iii) regarding fulfillment of any other form of acquisition, liquidation, dissolution or winding up of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.
(f) The contracts, agreements and instruments listed on SCHEDULE 2.13 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Appears in 2 contracts
Sources: Conversion Agreement (Viva Gaming & Resorts Inc), Conversion Agreement (Viva Gaming & Resorts Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by this Agreement or the Company and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no contracts, agreements, understandings, instruments, contractsleases, commitments, understandings, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), $5,000 or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 15,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory products or services in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Introgen Therapeutics Inc), Series a Preferred Stock Purchase Agreement (Introgen Therapeutics Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no active contracts, agreements, understandings, instruments, contractsleases, commitments, understandings, proposed transactions, judgments, orders, writs or decrees to which the Company or any Subsidiary is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), 100,000 or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's ’s or any Subsidiary’s products or services or (iii) indemnification by the Company or any Subsidiary with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Neither the Company nor any Subsidiary has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory products or services in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement, Series D Preferred Stock Purchase Agreement (Homeaway Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements the Registration Rights Agreement, the Registration Rights Agreement dated November 15, 2004 between the Company and its employees with respect certain investors, the Securities Purchase Agreement dated March 8, 2006 between the Company and certain investors, or other contracts or agreements referred to the sale of the Company's Common Stockor contemplated herein or therein, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Since the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments toStatement Date, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except for $500,000 borrowed from ▇▇▇▇▇▇ ▇▇▇▇▇, $508,896 borrowed from Life Sciences Opportunities Fund II (Institutional) L.P., $91,104 borrowed from Life Science Opportunities Fund II, L.P., and an aggregate of $115,000 borrowed from ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (b) and (c) 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.
(ec) The Other than as described in the Schedule of Exceptions, the Company has is not engaged in 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) 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 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 dissolution, or winding up up, of the Company.
Appears in 1 contract
Sources: Series F Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there since December 31, 1999:
(a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates stockholders, affiliates, or any affiliate thereof.
(b) There Other than contracts entered into in the ordinary course of business, there are no agreements, understandings, instruments, contracts, proposed transactions, or, to its knowledge, judgments, orders, writs or decrees decrees, to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Amended Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws that materially adversely affects its business as now conducted or as currently proposed to be conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Clearcommerce Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, 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 $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)10,000, or (ii) provisions restricting the transfer or affecting license of any patent, copyright, trade secret or other proprietary right to or from the developmentCompany (other than licenses by the Company of “off the shelf” or other standard products), manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) 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 business) individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 10,000 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 will be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (Omni Bio Pharmaceutical, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company or any Subsidiary and any of its their officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any Subsidiary is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or any Subsidiary in excess of, $50,000, or (ii) any material license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company or any Subsidiary (other than obligations of, or payments to, (A) the Company arising from purchase or sale agreements entered into license of the Company’s software and products in object code form in the ordinary course of business), business pursuant to standard end-user agreements the form of which has been provided to special counsel for the Investors or (iiB) provisions restricting the license to the Company or affecting the developmentany Subsidiary of standard, manufacture generally commercially available, “off-the-shelf” third party products that are not and will not to any extent be part of any product, service or distribution intellectual property offering of the Company's products Company or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of businessany Subsidiary).
(c) The Neither the Company nor any Subsidiary has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company or any Subsidiary has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (iA) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 250,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), ; or (iiB) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(cb) The Since December 31, 2004, neither the Company has not nor any of its Subsidiaries has: (iA) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (iiB) incurred any indebtedness for money borrowed or any other liabilities incurred in the (other than ordinary course of business obligations) individually in excess of $10,000 (250,000 or, in the case of indebtedness and/or liabilities individually less than $10,000250,000, in excess of $25,000 250,000 in the aggregate), ; (iiiC) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $250,000, other than ordinary course 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.
(dc) 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Omni Energy Services Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to$50,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany or any of its affiliates, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past one (1) year in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporation, corporations, (ii) with any corporation, partnership, association or other business entity or any individual (collectively, "Person") regarding the merger of the Company with or into any ------ such Person, (ii) with any representative of any Person regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisitionliquidation, liquidationsale, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Loudeye Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $20,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (20,000 or, in the case of indebtedness and/or liabilities individually less than $10,00020,000, in excess of $25,000 50,000 in the aggregate), (iii) 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 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 (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except as set forth in the SEC Reports and Schedule 2.10 and except for agreements explicitly delivered at Closing and agreements between expressly contemplated by the Company and its employees with respect to the sale of the Company's Common StockBasic Documents, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as set forth in the SEC Reports and Schedule 2.10 and except for agreements expressly contemplated by the Basic Documents, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of5,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting are material to the development, manufacture or distribution conduct and operations of the Company's products ’s business or services properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company, (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect and any Person or (iv) provide for the grant to infringements any person of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in a right to cause the ordinary course Company to register any securities of business)the Company for sale.
(c) The Except as set forth in the SEC Reports or Schedule 2.10, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Except as set forth in the SEC Reports or Schedule 2.10, the Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of lease or other agreement or instrument or subject to any corporation Charter or corporations regarding corporate restriction which limits or restricts the consolidation or merger ability of the Company with or into any such corporation or corporationsto carry out its obligations under the Basic Documents.
(f) All the material contracts, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in agreements and instruments to which more than fifty percent (50%) of the voting power of the Company is disposed ofa party are disclosed in the SEC Reports or in the attached Schedules and such contracts, agreements and instruments are valid, binding and in full force and effect, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and debtor relief or (iii) regarding other equitable remedies. The Company is not in default in any other form respect in the performance, observance or fulfillment of acquisitionany obligations, liquidationcovenants or conditions contained in any agreement or instrument that would allow a third party to alter, dissolution amend or winding up of terminate such agreement or instrument, and, to the Company’s knowledge, no other party to any such agreement or instrument is in default.
Appears in 1 contract
Sources: Stock Purchase Agreement (New Century Equity Holdings Corp)
Agreements; Action. (ai) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no material agreements, understandings understandings, instruments, contracts or proposed transactions between the Company and any of its officers, directors, employees, affiliates or any affiliate thereof.
(bii) There Except for agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party party, or to its knowledge by which it is bound bound, which may involve (iA) obligations (contingent or otherwise) of, or annual payments to, by the Company in excess of US $10,000 50,000 that are not terminable by the Company on up to 30 days notice, (B) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, licenses by the Company arising from purchase of “off the shelf” or sale agreements entered into in the ordinary course of businessother standard products), or (iiC) provisions restricting or affecting in any material respect the development, manufacture or distribution of the Company's ’s products or services services, or (iiiD) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(ciii) The Company has not (iA) declared or paid any 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 or as disclosed in the Financial Statements) individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $25,000 100,000 in the aggregate), (iiiC) made any material 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Purchase Agreement (Groupon, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby, the Option Agreement, employment agreements, stock restriction agreements and agreements between the Company and its employees with respect to the sale of the Company's Common Stockstock option agreements, there are no agreements, understandings or proposed transactions agreements between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as set forth in Section 2.14 of the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or International is a party or to its knowledge by which it is bound which may involve that (i) obligations (contingent require payments to or otherwise) of, or payments to, from the Company or International in excess of $10,000 (other than obligations of25,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) require the license of any patent, copyright, trade secret or other proprietary right to or from the Company or International or (iii) contain provisions restricting or adversely affecting in any material respect the development, manufacture or distribution of the Company's ’s or International’s proposed products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Neither the Company nor International has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its respective capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company or International has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing obligations relating to construction and agreements between operation of facilities for the Company and its employees FCC License or otherwise expressly contemplated by this Agreement: _____________________ * Confidential treatment has been requested for portions of this document marked with respect an asterisk pursuant to Rule 24b-2 under the sale Securities Exchange Act of 1934, as amended. These portions have been filed separately with the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereofCommission.
(ba) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Overall Wireless is a party or to its knowledge by which it is bound which that may involve (i1) obligations (contingent or otherwise) of, or payments to, the Company Overall Wireless in excess of $10,000 [*], (2) the license of any patent, copyright, trade secret or other proprietary right to or from Overall Wireless (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (ii3) provisions restricting or affecting the developmentactivities described in Section 5.1(a), manufacture or distribution of the Company's products or services or (iii4) indemnification by the Company Overall Wireless 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).;
(cb) The Company Overall Wireless 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, (ii1) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 ([*] or, in the case of indebtedness and/or liabilities individually less than $10,000[*], in excess of $25,000 [*] in the aggregate), (iii2) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv3) 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.; and
(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 Overall Wireless has reason to believe are affiliated therewith) shall will be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Option Agreement and Agreement and Plan of Reorganization (Metricom Inc / De)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of one hundred and fifty thousand U.S. Dollars ($10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business150,000.00), 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 (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(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 business) individually in excess of zero U.S. Dollars ($10,000 (00) or, in the case of indebtedness and/or liabilities individually less than zero U.S. Dollars ($10,000.00), in excess of zero U.S. Dollars ($25,000 00) in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or 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 (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Common Stock Purchase Agreement
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockas set forth on SCHEDULE 4.6, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 in the aggregate)aggregate other than in the ordinary course of business, (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.
(ed) The 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 fifty percent (50%) % of the voting power of the Company is disposed of, 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 (Gosun Communications LTD Inc)
Agreements; Action. (a) Except for this Agreement, the Related Agreements or any other agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (15,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (, other than indemnification obligations licenses arising from the purchase of “off the shelf” or sale agreements entered into in the ordinary course of business)other standard products.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (15,000 or, in the case of indebtedness and/or liabilities individually less than $10,00015,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by the Company and its employees with respect to the sale of the Company's Common StockTransaction Documents, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except for this Agreement, the Governance Agreement, the Strategic Alliance Agreement and the Collaboration Agreement dated as of November 14, 2002 by and between the Company and the Investor (the “Collaboration Agreement”), there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services; (ii) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services ; or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, 1,000,000 or in the case of indebtedness and/or liabilities individually less than $10,000, aggregate in excess of $25,000 in the aggregate)5,000,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and subsection (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts indebtedness and proposed transactions liabilities involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between To the Company and its employees with respect to the sale best of the CompanyStockholder's Common Stockknowledge, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instrumentsinstuments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company , or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(cb) The To the best of the Stockholder's knowledge, the Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Top Tier Software Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockas set forth on Exhibit 5.8 attached hereto, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party party, or to its the knowledge of the Company, by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of25,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's , other than licenses arising from the purchase of “off the shelf” or other standard products or services the Company’s standard form of customer agreement or (iii) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockShares, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any personPerson, 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.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stockany Ancillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$25,000, or (ii) the license of any patent, copyright, trade secret, or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Vista Medical Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, contemplated hereby there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliate or any affiliate thereofthereof that would be required to be disclosed pursuant to Regulation S-K, as promulgated by the Securities and Exchange Commission.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $100,000, (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, standard "off the Company arising from purchase or sale agreements entered into in the ordinary course of businessshelf" product licenses), or (iiiii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Voyager Group Inc/Ca/)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $10,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, the license of the Company's or payments to, the Company arising from purchase or sale agreements entered into generally available shrink-wrap software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series a Preferred Stock and Warrant Purchase Agreement (DSL Net Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)25,000, or (ii) provisions restricting the transfer or affecting license of any patent, copyright, trade secret or other proprietary right to or from the developmentCompany (other than licenses arising from the purchase of "off the shelf" or other standard products), manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Spirent PLC)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby, by the Investors' Rights Agreement and agreements between the Company and its employees with respect to the sale of the Company's Common StockCo-Sale Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, $10,000, (ii) the license of any patent, copyright, trade secret or payments to, other proprietary right to or from the Company arising from purchase or sale agreements entered into in the ordinary course of business)Company, or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) except with respect to the purchase of shares of stock of the Company by employees, officers or directors, made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts mounts of such subsections. 5.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Agile Software Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockexpressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as contemplated by this Agreement or as listed on SCHEDULE 2.14 hereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's products or services services, or (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)and any Person.
(c) The Except as listed on SCHEDULE 2.14 hereto, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association lease or other business entity agreement or instrument or subject to any individual regarding the sale, conveyance charter or disposition of all or substantially all of the assets of corporate restriction which has a material adverse effect on the Company, or a transaction limits or series of related transactions in which more than fifty percent (50%) of restricts the voting power ability of the Company to carry out its obligations under this Agreement. The Company is disposed ofnot in default in any respect in the performance, observance or (iii) regarding fulfillment of any other form of acquisition, liquidation, dissolution or winding up of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.
(f) The contracts, agreements and instruments listed on SCHEDULE 2.14 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Appears in 1 contract
Sources: Stock Purchase Agreement (Viva Gaming & Resorts Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs writs, or decrees decrees, excluding trade payables, to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, of the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)100,000.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution distribution, upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or borrowed, (iii) incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 1,000,000 in the aggregate), (iiiiv) made any loans or advances to any person, other than ordinary advances for travel expenses, or (ivv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(c) There are no agreements, understandings, instruments, contracts. or proposed transactions between the Company and any officer, director, or affiliate thereof.
(d) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and contracts, proposed transactions transactions, judgments, orders, writs, or decrees involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, agreements or understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.thereof (except for transactions with Unidym Acquisition, LLC, of which the Company is a wholly owned subsidiary, and except for quarterly allocations for services performed by Arrowhead) and except as set forth on Schedule 2.11,
(ba) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).services, and
(cb) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing the Agreements and agreements between salary and stock option arrangements negotiated and executed in the Company and its employees with respect to the sale ordinary course of the Company's Common Stockbusiness, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to$50,000, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's products or services , or (iii) indemnification by the Company with respect grant of rights to infringements of proprietary rights (manufacture, produce, assemble, license, market, or sell its products to any other than indemnification obligations arising from purchase person or sale agreements entered into in affect the ordinary course of business)Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 100,000 or in excess of $25,000 500,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expensesperson in excess of $25,000, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Restated Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws, that materially and adversely affects its business as now conducted or (iii) regarding any other form of acquisitionas proposed to be conducted, liquidation, dissolution its properties or winding up of the Companyits financial condition.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Egroups Inc)
Agreements; Action. (a) Except for agreements disclosed in the Memorandum or explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereofthereof which are material to the business, affairs, prospects, operations, properties, assets or financial condition of the Company.
(b) There Except for agreements disclosed in the Memorandum or explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, $25,000 except as entered into or payments to, made in connection with the business of the Company arising from purchase or sale agreements entered into as contemplated proposed in the ordinary course of business)Memorandum, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Except as disclosed in the Memorandum, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except for legal fees incurred in connection with this transaction and loans received from ▇▇▇▇▇▇ ▇▇▇▇▇, incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Except for agreements disclosed in the Memorandum, 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 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 (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Virtual Gaming Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company's Common StockStock pursuant to the grant of stock options, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Genomica Corp /De/)
Agreements; Action. (ai) Except for agreements explicitly delivered at Closing and agreements between this Agreement, the Company and its employees with respect to the sale Note or as set forth in Section 3.12 of the Company's Common StockSchedule of Exceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(bii) There Except as set forth in Section 3.12 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 that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $25,000 or (ii) the transfer or license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company’s software and products in the ordinary course of business), or ; (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's ’s products or services services; or (iiiiv) indemnification by the Company with respect to infringements of proprietary third party intellectual property rights (other than indemnification obligations arising from purchase or sale agreements entered into in connection with the license of the Company’s technology and products in the ordinary course of business).
(ciii) The Except as set forth in Section 3.12 of the Schedule of Exceptions, since January 1, 2011, the Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except for convertible promissory notes, incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory technology and products 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), ; or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services; or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Since December 31, 2003, neither the Company has not nor any of its Subsidiaries has: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the (other than ordinary course of business obligations) individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by the Company and its employees with respect to the sale of the Company's Common StockTransaction Agreements, there are no agreements, understandings or proposed transactions agreements between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$100,000, or (ii) provisions restricting the license of any material patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany. All the contracts and agreements listed in Sections 2.12(b)(i) and (ii) of the Schedule of Exceptions have been duly authorized by the Company and, manufacture or distribution of to the Company's products knowledge, are binding and in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or services other equitable remedies. The Company has not received any written notice of an intention to terminate any such contract or (iii) indemnification by agreement from any of the Company with respect other parties to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)such contracts and agreements.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate)100,000, (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 rights in the ordinary course of businessany material respect.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Restated Articles or series of related transactions in which more than fifty percent (50%) of the voting power of the Company Bylaws that is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companylikely to materially and adversely affect its business.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Netzero Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing Other than the Transaction Agreements and agreements between the Company and its employees with respect to the sale of the Company's Common StockStrategic Licensing Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it any such entity is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or its Subsidiaries in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$250,000, or (ii) provisions restricting the license of any material patent, copyright, trade secret or affecting other proprietary right or intellectual property to or from the development, manufacture Company or distribution its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice of an intention to terminate any of its material contracts or agreements from any of the Company's products or services or (iii) indemnification by the Company with respect other parties to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)such contracts and agreements.
(cb) The Neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, 100,000 or in the case of indebtedness and/or liabilities individually less than $10,000, aggregate in excess of $25,000 in the aggregate)1,000,000, (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 rights in the ordinary course of businessany material respect.
(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.
(ed) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of Neither the Company with nor any of its Subsidiaries is a party to or into is bound by any such corporation contract, agreement or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or subject to any restriction under charter documents that is reasonably likely to have 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 CompanyMaterial Adverse Effect.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Artistdirect Inc)
Agreements; Action. Except as contemplated by this Agreement or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase 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 products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations of the Company arising from purchase or sale agreements entered into in the ordinary course of business).
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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.
(d) The Company maintains disclosure controls and procedures ("Disclosure Controls") designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC").
(e) The Company has not engaged makes and keeps books, records, and accounts, that, in any discussion reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets. The Company maintains internal control over financial reporting (i"Financial Reporting Controls") with any representative designed by, or under the supervision of, the Company's principal executive and principal financial officers, and effected by the Company's board of any corporation or corporations directors, management, and other personnel, to provide reasonable assurance regarding the consolidation reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP"), including that: transactions are executed in accordance with management's general or merger of the Company with or into any such corporation or corporationsspecific authorization; unauthorized acquisition, (ii) with any corporationuse, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all the Company's assets that could have a material effect on the financial statements are prevented or substantially all timely detected; transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the assets Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and board of directors; transactions are recorded as necessary to maintain accountability for assets; and the recorded accountability for assets is compared with the existing assets at reasonable intervals, or a transaction or series of related transactions and appropriate action is taken with respect to any differences.
(f) There is no weakness 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's 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 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated hereby (including the Company and its employees with respect to the sale of the Company's Common StockRelated Agreements), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)20,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, other than licenses arising from the purchase of “off the shelf” or other standard products, (iii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iiiiv) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (20,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 75,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (You on Demand Holdings, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, contemplated hereby there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereofthereof that would be required to be disclosed pursuant to Regulation S-K, as promulgated by the Securities and Exchange Commission.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $100,000, (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, standard "off the Company arising from purchase or sale agreements entered into in the ordinary course of businessshelf" product licenses), or (iiiii) provisions restricting the grant of rights to manufacture, produce, assemble, license, market, or affecting the development, manufacture sell its products to any other person or distribution of affect the Company's products exclusive right to develop, manufacture, assemble, distribute, market or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)sell its products.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Voyager Group Usa-Brazil LTD)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect documents listed in the Exhibit Index to the sale of Annual Report on Form 10-K for the Company's Common Stockyear ended December 31, 2010, or contained in Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed since that date, or other contracts or agreements referred to or contemplated herein or therein, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreementsSince December 31, understandings2012, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which unless disclosed in the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments toFinancial Statements, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (b) and (c) 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.
(ec) The Company has is not engaged in 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) 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 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 dissolution, or winding up up, of the Company.
Appears in 1 contract
Sources: Series H Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (75,000, other than obligations of, or payments to, the Company arising from purchase vendor, supplier or sale customer agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (, other than indemnification obligations licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of business)other standard products.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (75,000 or, in the case of indebtedness and/or liabilities individually less than $10,00075,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (Rhythms Net Connections Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockCo-Sale Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 50,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 200,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Cacheflow Inc)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase 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 products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations of the Company arising from purchase or sale agreements entered into in the ordinary course of business).
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common Stockany Ancillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Certificate of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted in the Business Plan, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or Company of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Corsair Communications Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby, by the Investors' Rights Agreement and agreements between the Company and its employees with respect to the sale of the Company's Common StockCo-Sale Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, $10,000, (ii) the license of any patent, copyright, trade secret or payments to, other proprietary right to or from the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (20,000 or, in the case of indebtedness and/or liabilities individually less than $10,00020,000, in excess of $25,000 50,000 in the aggregate), (iii) except with respect to the purchase of shares of stock of the Company by employees, officers or directors, made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.are
Appears in 1 contract
Sources: Series F Preferred Stock Purchase Agreement (Agile Software Corp)
Agreements; Action. (a) Except as set forth in the Disclosure Schedule and for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions material agreements between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There Except as set forth herein, in the Disclosure Schedule or as explicitly contemplated hereby and by the Investors' Rights 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) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), 50,000 or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, except for off-the-shelf software, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Except as set forth in the Disclosure Schedule, the Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, 15,000 or in excess of $25,000 30,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Restated Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws, that materially adversely affects its business as now conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Jamdat Mobile Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, officers or directors, affiliates or 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 is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)10,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (rights, other than indemnification obligations provisions contained in purchase orders or license agreements arising from purchase or sale agreements entered into 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) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregatebusiness), (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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Merger Agreement (Synergy 2000 Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby, by the Investors' Rights Agreement and agreements between the Company and its employees with respect to the sale of the Company's Common StockCo-Sale Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, $10,000, (ii) the license of any patent, copyright, trade secret or payments to, other proprietary right to or from the Company arising from purchase or sale agreements entered into in the ordinary course of business)Company, or (ii) provisions iii)provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (20,000 or, in the case of indebtedness and/or liabilities individually less than $10,00020,000, in excess of $25,000 50,000 in the aggregate), (iii) except with respect to the purchase of shares of stock of the Company by employees, officers or directors, made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Agile Software Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by the Company and its employees with respect to the sale of the Company's Common StockAgreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates members 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) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 15,000, (ii) the license of any patent, copyright, trade secret or other than obligations ofproprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or payments tosell its products to any other person or affect the Company's exclusive right to develop, the Company arising from purchase manufacture, assemble, distribute, market or sale agreements entered into in the ordinary course of business)sell its products or services, or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iiiiv) indemnification by the Company with respect to infringements infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or15,000 nor, in the case of indebtedness and/or liabilities individually less than $10,00015,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company 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 consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series Series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Pets Com Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, officers or directors, affiliates or 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 is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Since the Company Statement Date, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business individually in excess of $10,000 (or, or as disclosed in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregateCompany Financial Statements), (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 (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (ai) Except for agreements explicitly delivered at Closing the Transaction Documents and agreements between the Company and its employees with respect to the sale of the Company's Common StockExisting Indebtedness, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve involve: (iA) obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries outside of $10,000 the ordinary course; (B) the license of any patent, copyright, trademark, trade secret or other than obligations of, proprietary right to or payments to, from the Company arising from purchase or sale agreements entered into its Subsidiaries; (C) the grant of rights to license, market or sell products; (D) the grant of any Lien or security interests in the ordinary course material assets of the business), ; or (iiE) 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 (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(cii) The Since the date of the Financial Statements, other than the Existing Indebtedness, the Company or its Subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (iiA) incurred any indebtedness for money borrowed that has not been repaid and released or any other liabilities incurred individually or in the ordinary course of business individually aggregate in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate)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.
(d) ; 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.
(e) The Company has not engaged . Other than as disclosed 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 corporationsPublic Disclosure Documents, (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 not a guarantor of any other form of acquisitionperson, liquidation, dissolution entity or winding up of the Companybusiness.
Appears in 1 contract
Sources: Agency Agreement
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, agreements or understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements disclosed in the Memorandum or explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereofthereof which are material to the business, affairs, prospects, operations, properties, assets or financial condition of the Company.
(b) There Except for agreements as disclosed in the Memorandum or explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to$5,000, as of the Company arising from purchase or sale agreements entered into in date of the ordinary course of business)initial Close, except as previously disclosed to Purchaser, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Except as disclosed in the Memorandum, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except for legal fees incurred in connection with this transaction and loans received from Daniel Najor, incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business ▇▇▇▇▇ ▇▇▇▇▇lities individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, 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 for agreements disclosed in the Memorandum, 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 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 (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Unistar Gaming Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $10,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company 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 in the Business Plan, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations outside the normal course of business (contingent or otherwise) of, or payments to, to the Company in excess of, $50,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company's software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Cybergold Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) Except as set forth on the Schedule of Exceptions, There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) ), except as set forth on Schedule 2.12(c)(ii), incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to and is not bound by any discussion (i) with any representative of any corporation contract, agreement or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Companyinstrument, or a transaction subject to any restriction under its Restated Certificate or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed ofBylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Companyits financial condition.
Appears in 1 contract
Sources: Series a Debenture Purchase Agreement (CleanTech Biofuels, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, agreements or understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.thereof (except for transactions with Acquisition LLC, of which the Company is a wholly owned subsidiary, and except for quarterly allocations for services performed by Arrowhead) and except as set forth on Schedule 2.11,
(ba) There there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).services, and
(cb) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between as set forth in the Company and its employees with respect to the sale of the Company's Common StockSEC Reports, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Except as set forth in the SEC Reports, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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.
(ed) 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 fifty percent (50%) % of the voting power of the Company is disposed of, 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 delivered at Closing contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company or any Subsidiary and any of its their officers, directors, affiliates Affiliates, or any affiliate 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 bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or any Subsidiary in excess of, $50,000, or (ii) any material license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company or any Subsidiary (other than obligations of, or payments to, (A) the Company arising from purchase or sale agreements entered into license of the Company’s software and products in object code form in the ordinary course of business), business pursuant to standard end-user agreements the form of which has been provided to special counsel for the Investors or (iiB) provisions restricting the license to the Company or affecting the developmentany Subsidiary of standard, manufacture generally commercially available, “off-the-shelf” third party products that are not and will not to any extent be part of any product, service or distribution intellectual property offering of the Company's products Company or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of businessany Subsidiary).
(c) The Neither the Company nor any Subsidiary has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company or any Subsidiary has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no Section 2.9(b) of the Company Disclosure Schedule sets forth a true and complete list of all agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (25,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, other than licenses arising from the purchase of "off the shelf" or other standard products, and (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in 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: Merger Agreement (Worldbid Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except as referred to in Section 5.3(d) above, incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(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.
(ed) 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 fifty percent (50%) % of the voting power of the Company is disposed of, of or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Advanced Optics Electronics Inc)
Agreements; Action. (a) Except as set forth on Schedule 3.3 hereto and except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.and/or
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Jato Communications Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors’ Rights Agreement, the First Refusal Agreement and its employees with respect to the sale of the Company's Common StockVoting Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of of, $10,000 not entered into in the ordinary course of business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into license of the Company’s software and products in the ordinary course of business), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. Except as set forth on Schedule 4.6:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 100,000 (other than obligations of, or payments to, the Company arising from purchase purchase, sale or sale license agreements entered into in the ordinary course of business), ; or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's ’s products or services services; or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Since December 31, 2006, except equipment leasing through CommVest, LLC, as previously consented to by Purchaser, neither the Company has not nor any of its Subsidiaries has: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the (other than ordinary course of business obligations) individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 250,000 in the aggregate), ; (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $100,000, other than ordinary course advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rightsrights valued in excess of $100,000, 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Incentra Solutions, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is ▇▇▇▇▇▇ and USCH are a party or to its knowledge by which it is are bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company ▇▇▇▇▇▇ or USCH in excess of $10,000 10,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from ▇▇▇▇▇▇ or USCH (other than obligations of, or payments to, the Company licenses arising from the purchase of "off the shelf" or sale agreements entered into in the ordinary course of businessother standard products), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company▇▇▇▇▇▇'▇ or USCH's products or services or (iiiiv) indemnification by the Company ▇▇▇▇▇▇ or USCH with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Company has ▇▇▇▇▇▇ and USCH have not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course Ordinary Course of business Business or as disclosed in the ▇▇▇▇▇▇ and USCH Financial Statements) individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 15,000 in the 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 their assets or rights, other than the sale of its their 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 has ▇▇▇▇▇▇ or USCH have reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs writs, agreements, decrees or decrees contracts to which the Company is a party or to its knowledge by which it is bound which (including purchase orders to the Company or placed by the Company) that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture development or distribution of the Company's products or services or services, except those set forth on the Schedule of Exceptions, copies of which have been provided to special counsel to the Purchasers (iii) indemnification the "Contracts"). All of the Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with respect their respective terms in all material respects, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to infringements the availability of proprietary rights (specific performance, injunctive relief, or other than indemnification obligations arising from purchase or sale agreements entered into equitable remedies. The Company is not in material default under any of such Contracts. To the ordinary course best knowledge of business)the Company, no other party to any of the Contracts is in material default thereunder.
(cb) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Worldres Com Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, Related Agreements there are no agreements, understandings or proposed transactions between the Company and any of its current officers, directors, 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) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 500,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the Company arising from purchase or sale agreements licenses entered into in the ordinary course of businessbusiness involving payments to the Company not exceeding $500,000), or (ii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale 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) 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 incurred in the ordinary course of business individually in excess of $10,000 (500,000 or, in the case of indebtedness and/or liabilities individually less than $10,000500,000, in excess of $25,000 1,000,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes 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 regarding whereby the consolidation Company has agreed to or merger of 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 regarding whereby the saleCompany has agreed to or plans to sell, conveyance convey or disposition dispose of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is to be disposed of, other than as contemplated by this Agreement, or (iii) regarding whereby the Company has agreed to or plans to engage in or pursue any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between contemplated by the Company and its employees with respect to the sale of the Company's Common StockTransaction Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 individually, or $100,000 in the aggregate, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations ofstandard "off the shelf" product licenses), (iii) the grant of rights to manufacture, produce, assemble, license, market, or payments to, the Company arising from purchase sell its products to any other person or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting or affecting the development, manufacture or distribution of affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements as set forth in contracts entered into in the ordinary course of business).
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities incurred individually in excess of $25,000 or in excess of $50,000 in the aggregate, other than in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate)business, (iii) made any loans or advances to any person, other than ordinary advances for travel 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.
(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 for the Transaction Agreements, there are no agreements, understandings, or purposed transactions between the Company and any of its officers, directors, affiliates, or any affiliates thereof.
(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, that materially adversely affects its assets, properties, financial conditions, operating results, business or prospects.
(f) Other than in connection with the transactions contemplated hereby, the Company has not engaged in entered into any discussion letter of intent, memorandum of understanding or other similar document (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Limelight Networks, Inc.)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockcontemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of1,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture other proprietary right to or distribution of from the Company's products , other than licenses arising from the purchase of "off the shelf" or services other standard products, or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (1,000 or, in the case of indebtedness and/or liabilities individually less than $10,0001,000, in excess of $25,000 2,500 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) All of the contracts, agreements and instruments of the Company are set forth on the Schedule of Exceptions (the "Current Contracts"). The Company has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument and the Company does not 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 default, breach or event of noncompliance by the Company under any contract, agreement or instrument. The Company has no knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment. The Company shall have no further obligations under the Current Contracts immediately following the Closing.
(f) The special counsel to the Investors has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements that are referred to on the Schedule of Exceptions pursuant to this Section 2.12, together with all amendments, waivers or other changes thereto.
(g) 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 that adversely affects its business as now conducted, its properties or its financial condition.
(h) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby, by the Investors' Rights Agreement and agreements between by the Company and its employees with respect to the sale of the Company's Common StockStockholders Agreement dated July 7, 1995, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, $250,000 annually or payments to(ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company arising from purchase or sale agreements entered into in the ordinary course of business)Company, or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $25,000 100,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement, the Investors' Rights Agreement, the Right of First Refusal and its employees with respect to Co-Sale Agreement, the sale of Technology Assignment Agreement and the Company's Common StockVoting Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $10,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business)$5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (5,000 or, in the case of indebtedness and/or liabilities individually less than $10,0005,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between by the Company Investors' Rights Agreement and its employees with respect to the sale of the Company's Common StockAncillary Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $10,000, or (ii) the license of $10,000 any patent, copyright, trade secret or other proprietary right to or from the Company (other than obligations of, or payments to, the license by the Company arising from purchase or sale agreements entered into of its software and products to third-party customers in the ordinary course of businessbusiness or licenses of commercial off-the-shelf software used by the Company for internal purposes), or (iiiii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 50,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business, its properties or its financial condition.
(f) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) 3.7.1 There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 Twenty-Five Thousand Euros (€25.000,00) (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), ) or (ii) provisions restricting the transfer or affecting the developmentlicense of any patent, manufacture copyright, trade secret or distribution of other proprietary right to or from the Company's products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) 3.7.2 The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stocksecurities, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Financial Statements) that are individually in excess of $10,000 Ten Thousand Euros (€10.000,00) or, in the case of indebtedness and/or liabilities individually less than $10,000Ten Thousand Euros (€10.000,00), in excess of $25,000 Twenty-Five Thousand Euros (€25.000,00) in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses made to employees or directors of the Company 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) 3.7.3 For the purposes of subsections (b) Sections 3.7.1 and (c) 3.7.2 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 Euro amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of as disclosed in the Company's Common StockSEC Reports, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services services, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)rights.
(cb) The Except as set forth in Schedule 4.6, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Metropolitan Health Networks Inc)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing contemplated hereby and agreements between documents entered into in connection with the Company and its employees with respect to the sale founding of the Company's Common Stock, there are no agreements, agreements or understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments toto the Company, the Company in excess of $10,000 (10,000, other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) provisions materially restricting or affecting the development, manufacture or distribution of the Company's ’s products or services or (iii) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)services.
(c) The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Arrowhead Research Corp)
Agreements; Action. (a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stockexpressly contemplated by this Agreement, there are no agreements, understandings understandings, or proposed transactions between the Company and any of its officers, directors, affiliates affiliates, or any affiliate thereof.
(b) There Except as contemplated by this Agreement or as listed on Schedule 2.13 ereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs instruments or decrees contracts to which the Company is a party or to its knowledge by which it is bound bound, which may involve (i) involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 (other than obligations of100,000, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) are material to the conduct and operations of the Company's business or properties, including, without limitation, the license of any patent, copyright, trade secret, or other proprietary rights to or from the Company or provisions restricting or affecting the development, manufacture manufacture, or distribution of the Company's products or services services, or (iii) indemnification by involve any employment or consulting arrangement, whether written or oral, between the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business)and any Person.
(c) The Except as listed on Schedule 2.13 hereto, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class series or series classes of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $25,000 200,000 in the aggregate), or (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has is not engaged in a party to any discussion (i) with indenture, loan or credit agreement or any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association lease or other business entity agreement or instrument or subject to any individual regarding the sale, conveyance charter or disposition of all or substantially all of the assets of corporate restriction which has a material adverse effect on the Company, or a transaction limits or series of related transactions in which more than fifty percent (50%) of restricts the voting power ability of the Company to carry out its obligations under this Agreement. The Company is disposed ofnot in default in any respect in the performance, observance or (iii) regarding fulfillment of any other form of acquisition, liquidation, dissolution or winding up of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.
(f) The contracts, agreements and instruments listed on Schedule 2.13 are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief or other equitable remedies. The Company is not in material default under any material contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Appears in 1 contract
Agreements; Action. Except as contemplated by this Agreement or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly delivered at Closing and agreements between the Company and its employees with respect to the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $10,000 50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase 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 (iiiiv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations of the Company arising from purchase or sale agreements entered into in the ordinary course of business).
(cb) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities incurred in the ordinary course of business individually in excess of $10,000 (50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $25,000 100,000 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.
(d) The Company maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”). Table of Contents
(e) The Company has not engaged makes and keeps books, records, and accounts, that, in any discussion reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets. The Company maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s 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 generally accepted accounting principles (“GAAP”), including that:
i) transactions are executed in accordance with any representative of any corporation management’s general or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (specific authorization;
ii) with any corporationunauthorized acquisition, partnershipuse, association or other business entity or any individual regarding the sale, conveyance or disposition of all the Company’s assets that could have a material effect on the financial statements are prevented or substantially all timely detected;
iii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the assets Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and board of directors;
iv) transactions are recorded as necessary to maintain accountability for assets; and
v) the recorded accountability for assets is compared with the existing assets at reasonable intervals, or a transaction or series of related transactions and appropriate action is taken with respect to any differences.
(f) There is no material weakness 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’s 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 1 contract