Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 by which it is bound which may involve obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000. (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 individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition. (f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (Signal Pharmaceuticals Inc), Series F Preferred Stock Purchase Agreement (Signal Pharmaceuticals Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except for the Transactional Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $50,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) obligations of, or payments by, the Company to any officer, director, employee or family member of any such individual.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation Certificate or Bylaws, which that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(fe) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
(f) All contracts to which the Company is a party or by which its assets may be bound are valid, binding and in full force and effect, and no material breach or default, or event which, with notice or lapse of time or both, would constitute any such material breach or default by the Company (or, to the best knowledge of the Company, by any other party thereto), exists with respect thereto. The Company has received no notice of cancellation or non-renewal of any material contract.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aerogen Inc), Stock Purchase Agreement (Aerogen Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except as created or incurred in the ordinary course of business, as related to the Company's Universal Docking Station, or for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $100,000, (ii) the license of $50,000any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, (iii) the grant of rights (excluding contract manufacturing rights and relationships) to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products; or (iv) indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred 25,000 or in excess of $100,000 in the aggregate, other than in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel and relocation expenses and the like, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.
(d) For , other than the purposes sale of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged inventory in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger ordinary course 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,business.
Appears in 2 contracts
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Mobility Electronics Inc), Series C Preferred Stock and Warrant Purchase Agreement (Mobility Electronics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $50,00025,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of “off-the-shelf” products) or (iii) obligations of, or payments by, the Company to any officer, director, employee or family member of any such individual.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $50,000 75,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation Certificate or Bylaws, which materially adversely affects its business as now conducted or and as proposed to be conducted, its properties or its financial condition.
(fe) The Company has not engaged in the past three twelve (312) 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 (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Sources: Series E Preferred Stock and Warrant Purchase Agreement (Xcyte Therapies Inc), Series F Preferred Stock and Warrant Purchase Agreement (Xcyte Therapies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,00025,000 (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 in the ordinary course of business which are in full force and effect as of the date of this Agreement), or (iii) agreements regarding the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or (v) otherwise material to the Company and to business as now conducted.
(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 individually in excess of $10,000 (except for other than trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred payables in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any 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 G Preferred Stock Purchase Agreement (General Electric Co)
Agreements; Action. Except as disclosed in the SEC filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 by which it or any of its Subsidiaries is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000100,000 (other than obligations of, or payments to, the Company arising from 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” software or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since June 30, 2006, the Company has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business), aggregate; (iii) made any loans or advances to any personperson in excess, individually or in the aggregate, of $50,000, other than ordinary course advances for travel expenses 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
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 contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company’s products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since December 31,2003, the Company has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by under the Investors' Rights Amendment and by the Investors Rights AgreementRelated Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, stockholders or any affiliate thereofof any of the foregoing.
(b) There Except for agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company or a subsidiary in excess of $50,00025,000, or (ii) the transfer or license of any Intellectual Property right to or from the Company or a subsidiary, or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affect the Company's, or a subsidiary's, exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of Intellectual Property rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)25,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Neither the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose nor any of meeting the individual minimum dollar amounts of such subsections.
(e) The Company its subsidiaries is not a party to and or is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles their Certificate of Incorporation or Bylawsbylaws, which materially adversely affects its their business as now conducted or and as proposed to be conducted, its their properties or its their financial condition.
(fe) The Neither the Company has not nor any of its subsidiaries have engaged in the past three twelve (312) months in any discussion (i) with any corporation representative of any company or corporations firm regarding the consolidation or merger of the Company with or into any such corporation or corporationsother entity, (ii) with any corporation, partnership, association company or other business entity firm or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, recapitalization, restructuring, reorganization, liquidation, dissolution or winding up of the Company or, (iv) regarding the filing of a voluntary petition in bankruptcy.
Appears in 1 contract
Sources: Purchase Agreement (Camden Partners Strategic Ii LLC)
Agreements; Action. (a) Except for agreements explicitly contemplated herebyThe SEC Reports list all material agreements, understandings, instruments and contracts, whether written or oral, to which the Company or any of its CUSIP No. ▇▇▇▇▇▇▇▇▇ subsidiaries is a party or by which the Investors' Rights Amendment Company or any of its subsidiaries or their respective assets and by the Investors Rights Agreement, there properties are bound.
(b) There are no agreements, understandings or proposed transactions between the Company or any of its subsidiaries and any of its their respective officers, directors, affiliates, affiliates or any affiliate thereof, except as otherwise disclosed in the SEC Reports.
(bc) There Except as otherwise disclosed in the SEC Reports, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs transactions or decrees Orders to which the Company or any of its subsidiaries is a party or by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, other than licenses arising from the purchase of “off the shelf” or other standard products, (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s or any of its subsidiaries’ products or services, (iv) a warranty with respect to its services rendered or its products sold or leased other than in the ordinary course of business, or (v) indemnification by the Company or any of its subsidiaries with respect to infringements of proprietary rights.
(cd) The Neither the Company nor any of its subsidiaries has not (i) 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 material indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)liabilities, (iii) made any material loans or advances to any person, other than ordinary advances for travel expenses and other customary employment-related advances made in the ordinary course of business, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business, except as otherwise disclosed in the SEC Reports.
(de) For the purposes of subsections (bc) and (cd) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(ef) The All of the contracts, agreements and instruments set forth on the Disclosure Schedule pursuant to this Section 2.13 are valid, binding and enforceable in accordance with their respective terms and there has been no material change to or amendment to a material contract, covenant, agreement or instrument by which the Company or any of its subsidiaries or any of their respective assets or properties is bound or subject. Each of the Company and each of its subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, covenant, agreement or instrument and neither the Company nor any of its subsidiaries have any present expectation or intention of not fully performing all such obligations. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any of its subsidiaries under any contract, covenant, agreement or instrument. None of the Company nor any of its subsidiaries has knowledge of any breach or anticipated CUSIP No. ▇▇▇▇▇▇▇▇▇ breach by the other parties to any contract, covenant, agreement or instrument, except as otherwise disclosed in the SEC Reports.
(g) Neither the Company nor any of its subsidiaries is a party to and or is not bound by any contract, covenant, agreement or instrument, instrument or subject to any restriction under its Amended and Restated Articles of Incorporation charter, bylaws or Bylaws, which other organizational document that materially adversely affects its assets, properties, financial condition, operating results, prospects or business (as now such business is presently conducted or and as it is proposed to be conducted, its properties or its financial condition).
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Series C Convertible Preferred Stock Purchase Agreement (Selway Partners LLC)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since June 30, 2003, 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (Ophthalmic Imaging Systems)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company's or any of its Subsidiaries' products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since December 31, 2003, neither 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company's or any of its Subsidiaries’ products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since December 31, 2004, neither 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(eiv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Company is not a party to makes and is not bound by any contractkeeps books, agreement or instrumentrecords, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or subject under the supervision of, its principal executive and principal financial officers, and effected by its management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Company’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial conditiondifferences.
(fvi) The Company has not engaged in the past three (3) months There is no weakness in any discussion (i) with of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporationsExchange Act Filings, (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,except as so disclosed.
Appears in 1 contract
Sources: Security Agreement (Conversion Services International Inc)
Agreements; Action. Except as set forth on Schedule 3.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 the Subsidiary is a party or by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since January 31, 2005, neither the Company has not nor the Subsidiary 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Subscription Agreement (In Veritas Medical Diagnostics, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's common stock, 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, the Company in excess of $50,00025,000 in the aggregate (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), (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 or entered into in the ordinary course of business), (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or the Company's ability to solicit the Company's employees or otherwise restricting the Company's ability to do business in any geographic area, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,in
Appears in 1 contract
Sources: Second Series E Preferred Stock and Warrant Purchase Agreement (Improvenet Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of of, $50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's 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 individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 products in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation Certificate or Bylaws, which that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(fe) 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 or a transaction or series of related transactions in which more than 50% of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Sources: Series F Preferred Stock Purchase Agreement (Preview Systems Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company's or any of its Subsidiaries’ products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since December 31, 2003, neither 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Security Agreement (Comc Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,00025,000 (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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) or, business or as disclosed in the case of indebtedness and/or liabilities Financial Statements) individually less than $10,000, in excess of $50,000 25,000 or, in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,the
Appears in 1 contract
Agreements; Action. Except as set forth on Schedule 3.6 or as disclosed in any Exchange Act Filings:
(ai) Except for agreements explicitly Other than the Company’s contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreementacquisition of assets of Proyecto Coco Hondo, 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 involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (other than obligations of, or payments to, the Company arising from the ordinary course of business).
(cii) The Since December 31, 2008, other than the forward split dividend to the Company’s stockholders of record, the Company has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 expenses, or as disclosed on Schedule 3.6 (GRP & GV loans); 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.
(diii) For the purposes of subsections (bi) and (cii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of of, $50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's 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 individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(fe) 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 or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Flycast Communications Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,00050,000 (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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,the
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Women Com Networks Inc)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since September 30, 2003, the Company has not not: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or 4 series of its capital stock, ; (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (Bam Entertainment Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 decrees or decrees proposed transactions to which the Company is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00010,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than a limited use license of the Company's proprietary rights under its standard master services agreement entered into in the ordinary course of business), or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affecting the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business).
(cb) The Since January 1, 2002, except as reflected on the Company's balance sheet as of November 30, 2002, 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 (other than indebtedness that has been converted into capital stock) any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $50,000 250,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 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) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, (iii) warrants held by shareholders affiliated with the Company's directors ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ del ▇▇▇▇▇▇▇, and (iv) other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) Schedule 2.10(f) sets forth a list of (i) all of the Company's customers in contract with the Company and (ii) all of the Company's suppliers (other than equipment lessors) that consistently involve more than $10,000 per month in expense to the Company. The Company has delivered to NaviSite copies of all contracts with the Company's customers and suppliers set forth on Schedule 2.10(f).
(g) The Company has not engaged in the past three (3) months in received any discussion (i) with any corporation written or corporations regarding the consolidation or merger verbal notice as of the Company date hereof to the effect that any customer with or into any such corporation or corporations, (ii) more than $10,000 in MRR intends to cancel its contract 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,.
(h) The Company has no indebtedness for borrowed money.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Navisite Inc)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since December 31st, 2003, 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (Ophthalmic Imaging Systems)
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby, by As of the Investors' Rights Amendment and by the Investors Rights Agreementdate hereof, 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 or any of its Subsidiaries is a party or by which it is bound which may that involve (1) obligations (contingent or otherwise) of, or payments to, the Company or such Subsidiary in excess of $50,000500,000 (other than the Transaction Documents and the Keyframe Note Documents), (2) the license of any Intellectual Property to or from the Company other than licenses with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, (3) the grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any other Person, or that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services, or (4) establishment or operation of any joint venture, partnership, joint development, strategic alliance or similar arrangement.
(cii) The As of the date hereof, 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) except for Indebtedness permitted under Section 8(a), incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of other than indebtedness and/or or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of businessthat have already been fully satisfied), (iii3) made any loans or advances to any personPerson, other than ordinary advances for travel expenses 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.
(diii) For the purposes of subsections (bi) and (cii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewithwith each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(eiv) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger As of the date on which this representation and warranty is made or deemed made, neither the Company with nor any of its Subsidiaries is a guarantor or into indemnitor of any such corporation or corporations, (ii) with Indebtedness of any corporation, partnership, association or other business entity or any individual regarding Person except to the sale, conveyance or disposition of all or substantially all of the assets of the Company,extent permitted under Section 8(a).
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock and except as set forth on the Schedule 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.
(b) There Except as set forth on the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 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), or (iii) provisions restricting or affecting the development, manufacture, marketing, sale or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Since the date of the Financial Statements, 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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Balance Sheet) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses and business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) 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 contractExcept as set forth on the Schedule of Exceptions, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Myogen Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,00025,000 in the aggregate (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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,transactions
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 contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000100,000 (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 the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since March 31, 2004, the Company has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company’s Common Stock, 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, the Company in excess of $50,00010,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), (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), (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, 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 $50,000 25,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 Except as contemplated by any contractthis Agreement, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, hereby and by the Investors' Rights Amendment Agreement and by the Investors Rights Co-Sale Agreement, there are no agreements, understandings or proposed transactions between between: (i) the Company and any of its officers, directors, affiliates, or any affiliate thereof; or (ii) the Subsidiaries and any of their officers, directors, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which either the Company or the Subsidiaries is a party or by which it either is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or the Subsidiaries in excess of, $250,000, or (ii) the license of $50,000any patent, copyright, trade secret or other proprietary right to or from either the Company or the Subsidiaries or (iii) provisions restricting or affecting the development, manufacture, sale, marketing or distribution of the Company's or the Subsidiaries' products or services.
(c) The Neither the Company nor the Subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 250,000 or, in the case of indebtedness and/or liabilities individually less than $10,000250,000, in excess of $50,000 1,000,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 either the Company or the Subsidiaries has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Neither the Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company nor the Subsidiaries 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 or the Subsidiaries with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or the Subsidiaries or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company or the Subsidiaries would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company or the Subsidiaries.
(f) Neither the Company nor the Subsidiaries is in material default under any agreement listed on the Schedule of Exceptions, nor has either the Company or the Subsidiaries received notice that any third party does not intend to renew or intends to terminate, any such agreement. To the knowledge of the Company,, no third party is in material default under any agreement listed in the Schedule of Exceptions.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Sorrento Networks Corp)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company's or any of its Subsidiaries' products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since May 31, 2004, neither 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors 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 may involve (i) obligations (contingent or otherwise) of, or payments to, the Company (other than obligations of, or payments to, the Company arising in excess the ordinary course of $50,000business), 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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) or, business or as disclosed in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of businessFinancial Statements), (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.
(d) For , other than the purposes sale of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged inventory in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger ordinary course 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,business.
Appears in 1 contract
Sources: Series B Convertible Participating Preferred Stock Purchase Agreement (Buy Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by as expressly disclosed in the Investors' Rights Amendment and by the Investors Rights AgreementProxy, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except as reflected in the 10-Q for December 29, 1996, and except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of $50,00025,000, other than purchase orders in individual amounts of less than $100,000 received in the ordinary course of business, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Except as reflected in the 10-Q for December 29, 1996, neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation Organization or Bylaws, which that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(fe) The Company has not engaged in the past three six (36) 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 or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Cambridge Soundworks Inc)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings or in connection with the Airdesk Acquisition (as defined in Section 9.15 below):
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000150,000 (other than obligations of, or payments to, the Company arising from 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 licenses by the Company as licensor in the ordinary course of the Company’s business consistent with past practices); (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights other than as incidental to licenses by the Company as licensor in the ordinary course of the Company’s business consistent with past practices.
(cb) The Except as disclosed in the Exchange Act Filings, since December 31, 2005, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockstock or otherwise, (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 150,000 or, in the case of indebtedness and/or liabilities individually less than $10,000150,000, in excess of $50,000 250,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $150,000, 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except as created or incurred in the ordinary course of business, as related to the Company's Universal Connectivity Station, or for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $100,000, (ii) the license of $50,000any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, (iii) the grant of rights (excluding contract manufacturing rights and relationships) to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products; or (iv) indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred 25,000 or in excess of $100,000 in the aggregate, other than in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel and relocation expenses and the like, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.
(d) For , other than the purposes sale of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged inventory in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger ordinary course 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,business.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Mobility Electronics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its individual employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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 by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00025,000 (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) 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 by the Company for the benefit of its customers 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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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.
(d) For , other than the purposes sale of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged inventory in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger ordinary course 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,business.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Oryx Technology Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by agreements between the Investors' Rights Amendment Company and by its employees and consultants with respect to the Investors Rights Agreementsale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, 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 $50,00050,000 (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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Kosan Biosciences Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by as stated in the Investors' Rights Amendment Company’s filings with the Securities and by the Investors Rights AgreementExchange Commission (“Company’s SEC Filings”), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except as stated in the Company’s SEC Filings, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, by the Company in excess of of, $50,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Except as stated in the Company’s SEC Filings, 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 individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 75,000 or, in the case of indebtedness and/or liabilities individually less than $10,00075,000, in excess of $50,000 150,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles Certificate of Incorporation or Bylaws, which 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 has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings as set forth on SCHEDULE 4.6 or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.SEC Reports:
(b) 4.6.1 There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or or, to the Company's knowledge, by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), (ii) the transfer or license of any Intellectual Property (as defined herein) to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), (iii) provisions restricting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The 4.6.2 Since June 30, 2002, 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 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) 4.6.3 For the purposes of subsections (b) 4.6.1 and (c) 4.6.2 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 amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (Tidel Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's common stock, 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, the Company in excess of $50,00025,000 in the aggregate (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), (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 or entered into in the ordinary course of business), (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or the Company's ability to solicit the Company's employees or otherwise restricting the Company's ability to do business in any geographic area, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Purchase Agreement (Improvenet Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company’s or any of its Subsidiaries’ products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since October 1, 2004, neither 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Security and Purchase Agreement (Maxim Mortgage Corp/)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company's or any of its Subsidiaries' products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since June 30, 2004, neither 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. Except as set forth in Section 2.6 of Schedule I:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company or any of its Subsidiaries and any of its officers, directors, affiliatesits, or any affiliate thereoftheir, officers and directors.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is or any of its Subsidiaries are a party or to its knowledge by which it is bound or to which its assets are subject which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company and its Subsidiaries in excess of $50,000100,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries 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 or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting or affecting the development or distribution of services of the Company or any of its Subsidiaries, or (iv) indemnification by the Company or any of its Subsidiaries 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 and, with respect to (i), (iii) and (iv), 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 any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $50,000 200,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than advances in the ordinary advances for travel expenses course of business not to exceed $100,000 individually or $200,000 in the aggregate, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated in the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, Twenty-Five Thousand Dollars ($25,000), (ii) the license of $50,000any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affect the Company's 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) except in connection with the transactions contemplated in this Agreement, incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of Twenty-Five Thousand Dollars ($10,000 (except for trade credit incurred in the ordinary course of business25,000) or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of One Hundred Thousand Dollars ($50,000 100,000) in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(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 or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Onvia Com Inc)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since December 31, 2003, the Company has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (United Energy Corp /Nv/)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000200,000 (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 the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since June 30, 2004, the Company has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 200,000 or, in the case of indebtedness and/or liabilities individually less than $10,000200,000, in excess of $50,000 300,000 in the aggregate (except for trade credit incurred in the ordinary course of business), aggregate; (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $200,000, 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
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 contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Except as disclosed in Schedule 4.6(b), since September 30, 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 (other than ordinary course obligations with its secured lenders, all of which relationships will be terminated in favor of the Purchaser simultaneously with the Closing) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (Catalyst Lighting Group Inc)
Agreements; Action. (a) 2.10.1. Except for the agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 2.10.2. Other than purchase orders issued in the ordinary course of business, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party (and to which Parent is not a party) or 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, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than the license of the Company's software and products in the ordinary course of business), (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company, on terms that are not customary, with respect to infringement of proprietary rights.
(c) 2.10.3. The Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)50,000, (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.
(d) , other than the sale of its inventory in the ordinary course of business. 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings as set forth on Schedule 4.6 or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.SEC Reports:
(b) 4.6.1 There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or or, to the Company's knowledge, by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business), (ii) the transfer or license of any Intellectual Property (as defined herein) to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), (iii) provisions restricting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The 4.6.2 Since June 30, 2002, 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 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) 4.6.3 For the purposes of subsections (b) 4.6.1 and (c) 4.6.2 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 amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (Tidel Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,000100,000 (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 the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, or sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $50,000 250,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,than
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Gene Logic Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,00025,000 (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 the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Asia Online LTD)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company's or any of its Subsidiaries' products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since September 30, 2003, neither Company has not nor any of its Subsidiaries has: (i) 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by under the Investors' Rights Amendment and by the Investors Rights AgreementRelated Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, stockholders or any affiliate thereofof any of the foregoing.
(b) There Except for agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company or a subsidiary in excess of $50,00025,000, or (ii) the transfer or license of any Intellectual Property right to or from the Company or a subsidiary, or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affect the Company's, or a subsidiary's, exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of Intellectual Property rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)25,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Neither the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose nor any of meeting the individual minimum dollar amounts of such subsections.
(e) The Company its subsidiaries is not a party to and or is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles their Certificate of Incorporation or BylawsBy-Laws, which materially adversely affects its their business as now conducted or and as proposed to be conducted, its their properties or its their financial condition.
(fe) The Neither the Company has not nor any of its subsidiaries have engaged in the past three twelve (312) months in any discussion (i) with any corporation representative of any company or corporations firm regarding the consolidation or merger of the Company with or into any such corporation or corporationsother entity, (ii) with any corporation, partnership, association company or other business entity firm or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, recapitalization, restructuring, reorganization, liquidation, dissolution or winding up of the Company or, (iv) regarding the filing of a voluntary petition in bankruptcy.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Camden Partners Strategic Ii LLC)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,000100,000 (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) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $50,000 200,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,ordinary
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Mercata Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company Borrower and any of its officers, directors, affiliates, Affiliates or any affiliate thereofAffiliate thereof (other than this Agreement and the other Loan Documents).
(b) There Except as explicitly contemplated by the Loan Documents, and agreements entered into in the ordinary course of business or set forth on SCHEDULE 3.9, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company any Group Member is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company any Group Member in excess of $50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from any Group Member, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Borrower's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Company No Group Member has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, Indebtedness in excess of $50,000 or in excess of $100,000 in the aggregate (except for trade credit incurred in the ordinary course of businessother than under this Agreement and as set forth on SCHEDULE 6.2(c)), (iii) made any loans or advances to any person, other than ordinary advances to such Group Member's employees for travel expenses 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business Except as now conducted disclosed in SCHEDULE 3.9 or as proposed to be conductedset out in the Loan Documents, its properties or its financial condition.
(f) The Company the Borrower has not engaged in the past three (3) months in entered into any discussion binding letters of intent with any corporation, partnership, association, other business entity or any individual regarding (i) with any corporation or corporations regarding the consolidation or merger of the Company Borrower with or into any such corporation or corporationsother business entity, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,Borrower or a transaction or series of transactions in which more than 50% of the voting power of the Borrower is disposed of, or (iii) any other form of acquisition, liquidation, dissolution or winding-up of the Borrower.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, affiliates or any affiliate thereof.
(b) There Except as explicitly contemplated by the Transaction Documents, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of the Subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of the Subsidiaries in excess of $50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of the Subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor any of the Subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than ordinary advances to the Company's employees for travel expenses business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For Except as disclosed in Section 2.12 of the purposes Schedule of subsections (b) and (c) aboveExceptions or as set out in the Transaction Documents, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose not entered into any binding letters of meeting the intent with any corporation, partnership, association, other business entity or any individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion regarding (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporationsother business entity, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of transactions in which more than 50% of the voting power of the company is disposed of, or (iii) any other form of acquisition, liquidation, dissolution or winding-up of the Company,.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by Neither the Investors' Rights Amendment and by the Investors Rights Agreement, there are no Company nor any of its subsidiaries has entered into any agreements, understandings or proposed transactions between the Company and with any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $25,000, (ii) the license of $50,000any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's or any subsidiary's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor any of its subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any 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 or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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 by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000, (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 restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 which is currently outstanding for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 performed all material obligations required to be performed by it as of the date hereof under any material agreement to which the Company is not a party or by which it is bound. There are no agreements not otherwise disclosed that could reasonably be expected to materially and is not bound by any contract, agreement or instrument, or subject adversely affect the Company. No party to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company such material contract has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of notified the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding a claim to the sale, conveyance or disposition of all or substantially all of effect that the assets of the Company,Company has failed
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Requisite Technology Inc /Co)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,000100,000 (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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $50,000 200,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Women Com Networks Inc)
Agreements; Action. Except as set forth on Schedule 4.6: -------------------
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, the Company or any of its Subsidiaries 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 or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company's or any of its Subsidiaries products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cb) The 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 (other than ordinary course obligations and indebtedness owing to the Purchaser) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), aggregate; (iii) made any loans or advances to any personperson or entity not in excess, individually or in the aggregate, of $100,000, other than ordinary course 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 or any Subsidiary of 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 is not a party to makes and is not bound by any contractkeeps books, agreement or instrumentrecords, and accounts, that, in 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 subject 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 any restriction under its Amended provide reasonable assurance regarding the reliability of financial reporting and Restated Articles the preparation of Incorporation or Bylawsfinancial statements for external purposes in accordance with generally accepted accounting principles ("GAAP"), which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.including that:
(f) The Company has not engaged in the past three (3) months in any discussion (i) transactions are executed in accordance with 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, and appropriate action is taken with respect to any differences.
Appears in 1 contract
Sources: Securities Purchase Agreement (New Century Energy Corp.)
Agreements; Action. Except as set forth on SCHEDULE 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since August 31, 2002, the Company has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Securities Purchase Agreement (Ventures National Inc)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since June 30, 2004, 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of of, $50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's 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 individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 50,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 products in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(fe) 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 or a transaction or series of related transactions in which more than 50% of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Preview Systems Inc)
Agreements; Action. (aExcept as set forth on Schedule 9(f) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,00050,000 (other than obligations of, or payments to, Company or any of its Subsidiaries 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 Company or any of its Subsidiaries (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of Company’s or any of its Subsidiaries’ products or services; or (iv) indemnification by Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Since March 31, 2006, neither 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 (other than ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) of this Section 9(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Security and Purchase Agreement (Thomas Equipment, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,00025,000 in the aggregate (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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,exchanged
Appears in 1 contract
Sources: Series B Preferred Stock and Warrant Purchase Agreement (Improvenet Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, hereby there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereofthereof except as set forth on the Balance Sheet.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of U.S. $50,00050,000 (other than obligations arising from purchase or sale agreements entered into in the ordinary course of business), (ii) the license of any patent, copyright, trade secret or other proprietary or intellectual property right to or from the Company (other than the license of the Company’s software and products in the ordinary course of business and other than licenses by the Company of “off the shelf” or other standard products), (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) 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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Company Financial Statements (as defined below)) individually in excess of U.S. $50,000 or, in the case of indebtedness and/or liabilities individually less than U.S. $10,00050,000, in excess of U.S. $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contractOther than with Buyer, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Agreements; Action. (a) Except As of the Agreement Date, except for agreements explicitly contemplated hereby or otherwise related to the Transactions contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreementeach of which have been disclosed to Parent, there are no agreements, understandings or proposed transactions between the Company Company, on the one hand, and any of its officers, directors, affiliatesAffiliates, or, to the Company’s Knowledge, any of their Affiliates, on the other hand. No Affiliate of the Company owns any interest in any asset used by the Company in the conduct of its business. For clarity, no disclosure will be required under this Section 2.11(a) with respect to any portfolio company of any venture capital, private equity or any affiliate thereofangel investor in the Company.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees Section 2.11(b) of the Disclosure Letter sets forth a complete and accurate list as of the Agreement Date of the following Contractual Obligations to which the Company is a party (each, a “Company Material Contract” and, collectively, the “Company Material Contracts”):
(i) any agreement (or by group of related agreements between the Company and a single third party) under which it the Company is bound obligated to pay, or to be paid, in excess of, $100,000;
(ii) any In-Bound Licenses or Out-Bound Licenses;
(iii) any agreement providing for the establishment or operation of a partnership, joint venture or limited liability company;
(iv) any agreement (or group of related agreements) under which the Company has created, incurred, assumed or guaranteed (or may involve obligations create, incur, assume or guarantee) Indebtedness;
(v) any agreement for the disposition of any material assets of the Company, excluding any agreement otherwise disclosed under a separate subsection of Section 2.11(b);
(vi) any agreement for the acquisition of any operating business or the capital stock of any other Person, or the acquisition of any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof;
(vii) any agreement (contingent or otherwise) ofto issue, sell or payments tootherwise distribute or to repurchase or otherwise acquire or retire any shares of the Company’s capital stock or any of its equity securities, other than as set forth in the Company in excess of $50,000.Company’s Organizational Documents;
(cviii) The Company has not any collaboration agreement relating to products, product candidates or inventions of the Company;
(iix) declared any outstanding general or paid special powers of attorney granted to a third party by the Company;
(x) any dividendsagreement pursuant to which a third party manages or provides services in connection with clinical trials of the Company’s products or product candidates;
(xi) any agreement that (A) contains most favored customer or supplier/vendor pricing provisions or (B) grants any rights of first refusal, rights of first negotiation or authorized or made similar rights to any distribution upon or Person with respect to any class material assets of the Company;
(xii) any agreement containing covenants of the Company that prohibit (or series otherwise materially restrict or limit the ability of) the Company from (i) competing in any line of its capital stockbusiness or geographic or therapeutic area, including any covenant materially restricting the development, manufacture or distribution of the Company’s products or services or (ii) incurred soliciting, hiring or engaging any indebtedness for money borrowed or person;
(xiii) Any agreement with any Governmental Entity; or
(xiv) (A) indemnification by the Company with respect to infringements of proprietary rights and (B) any other liabilities individually agreement providing for indemnification by the Company of any Person, other than, in excess the case of $10,000 clause (except for trade credit incurred B), customary indemnification provisions entered into in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.
(dc) For the purposes of subsections (b) and (c) aboveSection 2.11(b), all indebtedness, liabilities, agreements, understandings, instruments, contracts Contractual Obligations and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated Affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(fd) The Company has not engaged made available to Parent a complete and accurate copy of each Company Material Contract in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger effect as 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 Agreement Date. All of the assets of Material Contracts are in writing, in full force and effect, and are valid and binding and enforceable against the Company and, to the Company,’s Knowledge, against the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and to general principles of equity. The Company is not, nor, to the Company’s Knowledge, is any other party to any Company Material Contract, in material violation of or in material default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would reasonably be expected to cause such a material violation of or default under) any Company Material Contract.
Appears in 1 contract
Sources: Merger Agreement (Bioverativ Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 may involve obligations (contingent i) the license of any patent, copyright, trade secret or otherwise) ofother proprietary right to or from the Company (other than licenses arising from the purchase of “off the shelf” or other standard products), or payments to(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 excess the ordinary course of $50,000business).
(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 (other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business or as disclosed in the Balance Sheet) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 25,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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.
(d) For , other than the purposes sale of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged inventory in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger ordinary course 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,business.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by as set forth on the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings Disclosure Schedule or proposed transactions between the Company and as disclosed in any of its officers, directors, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it 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 it in excess of $50,00050,000 (other than obligations of, or payments to, it 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 it (other than licenses arising from the purchase of “off the shelf” or other standard products); or (iii) provisions restricting the development, manufacture or distribution of its ’ products or services; or (iv) indemnification by it with respect to infringements of proprietary rights.
(cii) The Company Since March 31, 2007 (the “Balance Sheet Date”) it has not 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 ordinary course obligations) individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business), 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 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.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(eiv) The Company is not a party the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed ensure that information required to be conducteddisclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, its properties or its financial conditionprocessed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(fv) The Company has not engaged Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the past three transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization; Security Agreement
(2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) months transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any discussion (i) with of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporationsExchange Act Filings, (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,except as so disclosed.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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, the Company in excess of $50,00010,000 (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 the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business).
(c) The Except as set forth in the Financial Statements, 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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, 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 $50,000 25,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (On Stage Entertainment Inc)
Agreements; Action. Except as expressly set forth in Section 3.10 of the ORA Disclosure Letter,
(a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company Acquired Corporation and any of its officers, directors, affiliates, directors and affiliates or any affiliate thereof.of such officers, directors and affiliates;
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Acquired Corporation is a party or by which it is otherwise bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company Acquired Corporation in excess of $50,000.2,500, or in excess of $10,000 in the aggregate; or (ii) the license of any Intellectual Property to or from the Acquired Corporation, or (iii) provisions restricting or affecting the development, manufacture or distribution of the products or services of the Acquired Corporation, or (iv) indemnification by the Acquired Corporation with respect to infringements of any proprietary rights or other Intellectual Property;
(c) The Company Acquired Corporation has not (i) declared or paid any dividends, dividend or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 20,000 or in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans loan or advances advance 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;
(d) The Acquired Corporation is not a party to or otherwise bound by any contract, agreement (written or oral), instrument or other commitment, or subject to any restriction under its Certificate or Incorporation or Bylaws, that would have, and could reasonably be anticipated to have, a Materially Adverse Effect on the Acquired Corporation; and
(e) The Stockholder has provided NAC with true, complete and correct copies of the SBA Loan Documents (as hereinafter defined), the Citibank Loan Documents (as hereinafter defined), each Capital Lease (as hereinafter defined) and the Stockholder's Note, including all amendments, supplements and other modifications thereto or thereof, and except as set forth in the Stockholder's Note, all payments and other obligations due or owing from the Acquired Corporation to the Stockholder have been discharged and satisfied in full. 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 Person (including persons Persons who or entities that the Company Acquired Corporation or the Stockholder has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there There are no agreements, understandings or proposed transactions between the Company or the Subsidiary and any of its officers, directors, affiliates, affiliates or any affiliate thereof.
(b) There Except for agreements explicitly contemplated in the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or the Subsidiary is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or the Subsidiary in excess of, One Hundred Thousand Dollars ($100,000), (ii) the license of $50,000any patent, copyright, trade secret or other proprietary right to or from the Company or the Subsidiary or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other person or affect the Company's or the Subsidiary's exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Neither the Company nor the Subsidiary has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except in connection with the transactions contemplated in this Agreement, incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of One Hundred Thousand Dollars ($10,000 (except for trade credit incurred in the ordinary course of business100,000) or, in the case of indebtedness and/or liabilities individually less than $10,000, or in excess of Two Hundred Thousand Dollars ($50,000 200,000) in the aggregate (except for trade credit incurred in the ordinary course of business)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 Neither the Company nor the 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any 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 or the Subsidiary or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company or the Subsidiary would be disposed of or (iii) regarding any other form of liquidation, dissolution or winding up of the Company or the Subsidiary.
(e) Neither the Company nor the Subsidiary is a party to and is not bound by any contract, agreement or instrument or subject to any restriction under its charter documents, which materially adversely affects its business as now conducted or as proposed to be conducted as set forth in written materials provided to the Purchasers by the Company,, its properties or its financial condition.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Onvia Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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 by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments toto or by, the Company in excess of $50,000100,000 (other than obligations of, or payments to or by, the Company arising from purchase or sale agreements entered into in the ordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company's products or services, or (iv) borrowing of money, or (v) payment of broker's or finder's fees, or (vi) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business), or (vii) any other material contract or any contract that if breached would have a material adverse effect. All such items, regardless of their monetary amount, are set forth in the Schedule of Exceptions.
(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $10,000100,000, in excess of $50,000 200,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly as set forth in the SEC Documents, or as contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights Agreement, there are no agreements, understandings terms of this Agreement or proposed transactions any other agreements to be entered into between the Company and any of its officersthe Purchaser, directors, affiliates, or any affiliate thereof.
(b) 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 may involve provide for (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 (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 the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Except as set forth in the SEC Documents, 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 individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses or other Company-related 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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(fd) The Company has not engaged in the past three (3) months two years in any discussion negotiation (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights 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 by which it is bound which that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company in excess of $50,00025,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) provisions restricting or affecting the development or distribution of the Company's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights, except as disclosed in the Reports of the Company.
(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 stockCapital Stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses expenses, or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, except as disclosed in the Reports of the Company.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation Certificate or Bylaws, which By-Laws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition, except as disclosed in the Reports of the Company.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Sources: 12% Convertible Redeemable Preferred Stock Purchase Agreement (Malone Arthur L Jr)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock and except as set forth on the Schedule 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.
(b) There Except as set forth on the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00025,000 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), or (iii) provisions restricting or affecting the development, manufacture, marketing, sale or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Since the date of the Financial Statements, 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 individually in excess of $10,000 (except for trade credit other than with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Balance Sheet) individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $10,00025,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses and business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights., other than the sale of its inventory in the ordinary course of business,
(d) 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 contractExcept as set forth on the Schedule of Exceptions, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Myogen Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by hereby and agreements between the Investors' Rights Amendment Company and by its employees with respect to the Investors Rights Agreementsale of the Company's Common Stock, 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 by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00050,000 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), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights (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 which is currently outstanding for money borrowed or any other liabilities individually in excess of $10,000 (except for trade credit other than with respect to indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $10,00050,000, in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 performed all material obligations required to be performed by it as of the date hereof under any material agreement to which the Company is not a party or by which it is bound. There are no agreements not otherwise disclosed that could reasonably be expected to materially and is not bound by any contract, agreement or instrument, or subject adversely affect the Company. No party to any restriction under such material contract has notified the Company with a claim to the effect that the Company has failed to perform an obligation thereunder. To the knowledge of the Company, there is no plan, intention or indication of any contracting party to such material contract to cause the termination, cancellation or modification of such material contract or to reduce or otherwise change its Amended activity thereunder so as to materially and Restated Articles of Incorporation or Bylaws, which adversely affects its business effect the benefits derived as now conducted or as proposed expected to be conducted, its properties or its financial conditionderived therefrom by the Company.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, by the Investors' Rights Amendment and by the Investors Rights AgreementAgreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except 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 by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00015,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services, or (iv) indemnification by the Company with respect to infringement of proprietary 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 incurred any other liabilities individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) 15,000 or, in the case of indebtedness and/or liabilities individually less than $10,00015,000, in excess of $50,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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 is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or BylawsBylaws that, which to its knowledge, adversely affects its business as now conducted or and as proposed to be conductedconducted 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 or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company,.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Pets Com Inc)
Agreements; Action. (a) Except for Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements explicitly contemplated hereby, approved by the Investors' Rights Amendment Board of Directors, and (iii) the purchase of shares of the Company's capital stock and the issuance of options to purchase shares of the Company's common stock, in each instance, approved by the Investors Rights AgreementBoard of Directors, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or by which it is bound which may that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of, $25,000, (ii) the license of $50,000any patent, copyright, trade secret or other proprietary right to or from the Company or any of its subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect the Company's 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 individually in excess of $10,000 (except for trade credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, 25,000 or in excess of $50,000 100,000 in the aggregate (except for trade credit incurred in the ordinary course of business)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) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations in which more than 50% of the voting power of the Company would be disposed of, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than 50% of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amounts of each 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 Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Helix Biomedix Inc)