Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08, the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or any of its Affiliates (other than with respect to employment that is terminable at will), and no director, officer or employee of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted. (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 that may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of, USD$500,000 per annum, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale 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 USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, in excess of USD$300,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare parts. (d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company. (e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Myos Rens Technology Inc.), Securities Purchase Agreement (Myos Rens Technology Inc.)
Agreements; Action. (a) Since September 30, 2000, except as described in the SEC Documents or as set forth on Schedule 2.11(a), there have been no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof; and no such agreement, understanding or transaction entered into prior to September 30, 2000, will have any material effect on the Company's business, prospects, financial condition or results of operations.
(b) Except for this Agreement as included in the SEC Documents and as set forth on Schedule 4.08, the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or any of its Affiliates (other than with respect to employment that is terminable at will2.11(b), and no director, officer or employee of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted.
(b) There 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 that may involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$50,000, other than in the ordinary course of the Company's business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) Company other than in the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution ordinary course of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights's business.
(c) The Since September 30, 2000, the Company has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except as disclosed in the SEC Documents, incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $50,000 or in excess of USD$300,000 $200,000 in the aggregate, (iii) made any loans loans, or advances to any person, other than ordinary advances for travel expenses, or (iv) except as set forth on Schedule 2.11(c), other than in the ordinary course of business and consistent with past practice, 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 or in connection with the liquidation of obsolete inventory and spare parts.
(d) The Company has is not entered into a party to and is not bound by any letter of intentcontract, memorandum of understanding agreement or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed ofinstrument, or (iii) regarding subject to any other form of liquidationrestriction under its Restated Certificate or Bylaws, dissolution that materially and adversely affects its business, as now conducted, its properties or winding up of the Companyits financial condition.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Eccs Inc), Series a Convertible Preferred Stock Purchase Agreement (Eccs Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08There are no agreements, the Company is not a party to understandings or proposed transactions between or among any contract with any directorGroup Company, stockholder, officer or employee of the Company or any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directorshareholders, officer directors or employee of the any Founder Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedother affiliates.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the any Group Company is a party or by which it or any its assets is bound that may involve (i) obligations (contingent or otherwise) of, or payments by to, the Group Company in excess of, USD$500,000 per annumof $25,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the any Group Company, (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the any Group Company’s products or services, or (iv) indemnification by the Company agreements not to compete with respect any person or entity or not to infringements engage in any particular line of proprietary rightsbusiness.
(c) The Since the PRC Subsidiary was incorporated, no Group Company has not (i) declared declared, set aside or paid any dividends or authorized or made other distribution of the Group Company’s assets in respect of any distribution upon or with respect to any class or series of its the Group Company’s capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any such stock of the Group Company, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of USD$50,000 $25,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$25,000, in excess of USD$300,000 $75,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel or other reasonable necessary business expenses, or (iv) sold, exchanged or otherwise disposed of any of its material assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(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 any Group Company or the Company Founder has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) No Group Company is a party to nor is bound by any contract, agreement or instrument, or subject to any restriction under any of its Constitutional Documents that materially and adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) No Group Company, the Founder, any Founder Company nor any group of stockholders holding the voting interests in any Group Company or Founder Company has engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of any Group Company or Founder 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 any Group Company or Founder Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of any Group Company or any Founder Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of any Group Company or Founder Company.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (JE Castings Investments LTD)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contem- plated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$100,000, other than liabilities or obligations of the Company for compensation under employment agreements, (ii) the license of any patent, copyright, trade secret or other proprietary right to of the Company or from the Company, (iii) joint venture, partnership or other contract or arrangement involving the granting sharing of profits or proprietary information or know how (other than nondisclosure agreements), (iv) any rights affecting the development, manufacture, licensing, marketing, sale contract or distribution of agreement limiting the Company’s products 's right to engage in any business activity or servicescompete with any person or entity, or (ivv) indemnification by the Company with respect to infringements of proprietary rightsany other material agreement.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $100,000 or in excess of USD$300,000 $200,000 in the aggregate, other than liabilities or obligations of the Company for compensation under employment agreements, (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 or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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 7 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 50 percent (50%) of the voting power of the Company would be is 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Sources: Debenture Purchase Agreement (Biosite Diagnostics Inc), Debenture Purchase Agreement (Biosite Diagnostics Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$25,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to of the Company or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsother material obligation.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $25,000 or in excess of USD$300,000 $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six 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 is disposed of, other than as contemplated by this Agreement, 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 therewithaffiliated) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) The Company has delivered to SICOR a true and complete copy of each agreement listed on the Schedule of Exceptions.
Appears in 2 contracts
Sources: Master Agreement, Master Agreement (Metabasis Therapeutics Inc)
Agreements; Action. (a) Except for this Agreement the Agreements and as set forth on Schedule 4.08, agreements between the Company is not a party and its employees with respect to any contract with any director, stockholder, officer or employee sales of the Company’s Common Stock, there are no agreements, understandings or proposed transactions between the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of, USD$500,000 per annum$25,000 other than in the ordinary course of the Company’s business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) 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 USD$50,000 $25,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$25,000, in excess of USD$300,000 $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six three months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) . For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series a Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08There are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company or any of its subsidiaries in excess of, USD$500,000 per annum$50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany or any of its subsidiaries, or (iii) the granting grant of rights to manufacture, produce, assemble, license, market, or sell its products to any rights affecting other person or affect the developmentCompany's exclusive right to develop, manufacture, licensingassemble, marketingdistribute, sale market or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Neither the Company nor any of its subsidiaries has not (i) 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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $50,000 or in excess of USD$300,000 $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Loudeye Technologies Inc), Series C Preferred Stock Purchase Agreement (Loudeye Technologies Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08There are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There Except as explicitly contemplated by the Transaction Documents, and agreements entered into in the ordinary course of business, 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 that may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company or any of the Subsidiaries in excess of, USD$500,000 per annumof $50,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany or any of the Subsidiaries, or (iii) the granting grant of rights to manufacture, produce, assemble, license, market, or sell its products to any rights affecting other person or affect the developmentCompany's exclusive right to develop, manufacture, licensingassemble, marketingdistribute, sale market or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Neither the Company nor any of the Subsidiaries has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $50,000 or in excess of USD$300,000 $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances to the Company's employees for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Except as disclosed in Section 2.12 of the Schedule of Exceptions or as set out in the Transaction Documents, the Company has not entered into any letter binding letters of intentintent with any corporation, memorandum of understanding partnership, association, other business entity or other similar document in the past six months any individual regarding (i) with any representative of any corporation the consolidation or corporations regarding the merger of the Company with or into any such corporation or corporationsother business entity, (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 company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (Printcafe Software Inc), Series E Preferred Stock Purchase Agreement (Printcafe Software Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08There are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There Except for agreements explicitly contemplated hereby and agreements for the sale or distribution of the Company's products and services in the ordinary course of business, 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 that may involve (i) current or future obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$50,000, (ii) obligations that have a duration of greater than one year, or (iii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale 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 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 that remains outstanding or incurred any other liabilities that remain outstanding individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $25,000 or in excess of USD$300,000 $125,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or By-laws, that materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be is 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Iss Group Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08Agreement, the Company is not a party Stockholders' Agreements, the proprietary information and inventions agreement in the form(s) as made available to any contract Venaxis and the Purchaser, and stock option agreements with any directorrespect to the Outstanding Options in the form(s) made available to Venaxis and the Purchaser, stockholderthere are no agreements, officer understandings or employee of proposed transactions between the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company employees, stockholders, affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 the Company's Knowledge by which it the Company is bound that may involve involve, from the date hereof, (i) future obligations (contingent or otherwise) of, or payments by to, the Company in excess of, USD$500,000 per annum, of $25,000; (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company, Company (other than licenses by the Company of "off the shelf" or other standard products); (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights; (iv) provisions restricting the development, manufacture or distribution of the Company's products or services or that limit of purport to limit the ability of the Company to compete in any line of business or geographic area, with any Person; (v) the sale of any of the Company's assets, other than in the ordinary course of business; (vi) the acquisition of any business, equity or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (vii) powers of attorney with respect to the business of the Company; (viii) performance by any party more than one (1) year from the date hereof, which, in each case, cannot be cancelled without penalty or without more than 30 days' notice; and (ix) any material terms relating to the Company's assets, properties, or the operation of the Business, each a "Material Contract". Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. Neither the Company, nor to the Company's Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Venaxis and the Purchaser. There are no material disputes pending or, to the Company's Knowledge, threatened under any Material Contract.
(c) The Company has not (i) accrued, declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockstock or membership interest, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of USD$50,000 $20,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$20,000, in excess of USD$300,000 $40,000 in the aggregate, (iii) made any loans or advances to any personPerson, other than ordinary advances for business related 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 or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(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 Person (including persons or entities Persons the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for this Agreement agreements explicitly contemplated hereby and as set forth on Schedule 4.08by the Investors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that which may involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$10,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, Company or (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights.
(c) The Company has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of USD$50,000 $10,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$10,000, in excess of USD$300,000 $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate 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 of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)
Agreements; Action. (a) Except for this Agreement Section 2.10 of the Disclosure Schedule sets forth the following agreements or commitments (whether written or oral), other than the Investment Agreements, to which either the Company or any of its Subsidiaries is a party or by which any of them is bound, and as set forth on Schedule 4.08which is, in each case, currently in effect: (i) any agreement which requires future expenditures by the Company or any of its Subsidiaries in excess of $50,000 per annum, (ii) any employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, (iii) any agreement pursuant to which the Company is not a party granted any, or has granted to any contract other Person any rights with respect to, the Intellectual Property Rights (excluding agreements in the ordinary course of business and trade secrets and Intellectual Property Rights to software generally available for commercial purchase or license), (iv) any directoragreements involving the grant of rights to manufacture, stockholderproduce, officer assemble, license, market or employee sell the Company’s or its Subsidiaries’ products to any other person or that restrict the exclusive right of the Company or any of its Affiliates Subsidiaries to develop, manufacture, assemble, distribute, market or sell its products, (other than with respect to employment that is terminable at will), v) any agreement between the Company and no directorany current or former stockholder, officer or employee director of either the Company or any of its Affiliates owns Subsidiaries, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or rightotherwise requiring payments to, tangible any such Person, (vi) any agreement under which either the Company or intangibleany of its Subsidiaries is restricted from carrying on any business anywhere in the world, necessary (vii) any agreement relating to indebtedness for borrowed money, (viii) any agreement for the disposition of a material portion of either the Company’s or any of its Subsidiaries’ assets (other than for the sale of products to customers in the ordinary course of business), or (ix) other than any agreement relating to the business Proforma Acquisition, any agreement for the acquisition of the Companybusiness or securities or other ownership interests of another party, as presently conducted and as proposed which acquisition has not been consummated (collectively, the “Material Contracts”). The Company has made available to be conductedthe Purchasers copies of the Material Contracts (or an accurate summary of any oral agreement).
(b) There All of the Material Contracts are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which enforceable against the Company and the other parties thereto in accordance with their terms, except as enforceability may be limited by the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity. Neither the Company nor any of its Subsidiaries is a party now in default in any material respect under, nor are there any liabilities arising from any material breach or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments material default by the Company in excess or any Subsidiary prior to the date of this Agreement of, USD$500,000 per annum, (ii) the license any provision of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsMaterial Contract.
(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 USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, in excess of USD$300,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare parts.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for this agreements explicitly contemplated hereby and by the Investors' Rights Agreement and as set forth on Schedule 4.08or any Ancillary Agreement, there are no commitments, agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There are no commitments, agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that which may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company in excess ofof $50,000, USD$500,000 per annum, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, Company or (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) 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 USD$50,000 $50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$50,000, in excess of USD$300,000 $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation (as amended) 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 is not a party to any employment or consulting agreements that are not terminable at will by the Company on no more than thirty (30) days' notice without cost or liability to the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Rubios Restaurants Inc)
Agreements; Action. (a) Except for this Agreement agreements explicitly contemplated hereby and as set forth on Schedule 4.08by the Investors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that which may involve (i) obligations of the Company (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$10,000 or more, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, Company or (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsCompany.
(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 USD$50,000 $10,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$10,000, in excess of USD$300,000 $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances to employees 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 or in connection with the liquidation of obsolete inventory and spare parts.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, which could adversely affect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company in a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
(g) As of the Closing, the Company has not incurred any expenses and has no liabilities individually in excess of $10,000 or, in the case of expenses and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)
Agreements; Action. (a) 3.6.1 Except for this Agreement agreements explicitly contemplated hereby and as set forth on Schedule 4.08, agreements between the Company is not a party and its employees with respect to any contract with any director, stockholder, officer or employee the sale of the Company's Ordinary Shares under the Company's stock option plans and standard non-compete and proprietary information agreements, there are no written, or to the Company's Knowledge, oral agreements or understandings between the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer affiliates or employee any affiliate thereof of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary kind required to the business of be disclosed in the Company, as presently conducted 's annual and as proposed to be conducted.periodic filings made with the Securities and Exchange Commission (the "SEC");
(b) 3.6.2 There are no written, or to the Company's Knowledge, oral agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by to which it is bound that may which could reasonably be expected to involve (i) obligations (contingent or otherwise) of, or payments by to, the Company in excess ofof $50,000 (other than payments of or to the Company arising from purchase, USD$500,000 per annumsale or license 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 CompanyCompany other than in connection with licenses of Company products granted by the Company in the ordinary course of business, or (iii) the granting of any rights provisions materially restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) 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 USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, in excess of USD$300,000 in the aggregate, (iii) made any loans or advances to any person, rights other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed in connection with licenses of any of its assets or rights, other than Company products granted by the sale of its inventory Company in the ordinary course of business or in connection business; and
3.6.3 Other than with the liquidation of obsolete inventory and spare parts.
(d) The Purchaser, the Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be is disposed of, or (iii) regarding any other form of acquisition, 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08There are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment directors, employees, contractors or consultants that is terminable at will), and no director, officer or employee provide for compensation in excess of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted$200,000.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party party, or to its Knowledge, by which it is bound that bound, which may involve (i) future obligations (contingent or otherwise) of, or payments by to, the Company in excess ofof $125,000, USD$500,000 per annum, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany (other than licenses to the Company of “off the shelf” software or other standard products), or (iii) the granting grant of any rights affecting the development, manufacture, licensing, distribution, marketing, or sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of USD$50,000 $125,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$125,000, in excess of USD$300,000 $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare parts.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a guarantor or indemnitor of any indebtedness of any other person.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (LendingClub Corp)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08disclosed in paragraph 1 of Exhibit C hereto, there are no agreements or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements and those agreements referenced in Exhibit C hereto, 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 that may involve (i) obligations (contingent or otherwise) of, or annual payments by to, the Company in excess ofof $500,000, USD$500,000 per annum, or (ii) the license grant of rights to manufacture, produce, assemble, license, market, or sell its products to any patent, copyright, trade secret other person or other proprietary affect the Company's exclusive right to or from the Company, (iii) the granting of any rights affecting the developmentdevelop, manufacture, licensingassemble, marketingdistribute, sale market or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Company has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities which are outstanding individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $500,000 or in excess of USD$300,000 $1,000,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has provided copies of all its material contracts and agreements to the Purchasers who have requested same; provided that it is not entered into obligated to provide any letter contracts which are covered by confidentiality agreements prohibiting such action; and provided further that it is not obligated to provide proprietary contracts to any Purchaser which the Company determines to be potentially capable of intent, memorandum of understanding or other similar document competing with the Company.
(e) The Company has not engaged in the past six three (3) months in any discussion (i) with any representative of any corporation corporation, partnership, association or corporations other business entity or any individual regarding the merger of the Company with or into any such corporation or corporationsentity, (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.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Signalsoft Corp)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business affiliate thereof. None of the Company's officers, directors or, to the Company's knowledge, stockholders, have any direct or indirect ownership interest in any firm or corporation which, to the Company's knowledge, is in a business which is the same as presently conducted and as proposed or substantially similar to be conductedthe Company's business.
(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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$25,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from of the Company, (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights, or (v) any other material agreement.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $10,000 or in excess of USD$300,000 $50,000 in the aggregate, other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (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 or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.,
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Qualix Group Inc)
Agreements; Action. Except as provided in Schedule 2.12 of the Schedule of Exceptions and agreements expressly contemplated hereby:
(a) Except for this Agreement and as set forth on Schedule 4.08there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or nor any of its Affiliates (other than with respect to employment that is terminable at will)Subsidiaries and any of their respective officers, and no directordirectors, officer or employee of the Company shareholders or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted.affiliates thereof; and
(b) There 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 by which it or any of them is bound that may involve (i) obligations (contingent or otherwise) of, or payments by to the Company or any of its Subsidiaries, in excess of $100,000, other than obligations of, USD$500,000 per annumor payments to, the Company or any of its Subsidiaries 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 CompanyCompany or any of its Subsidiaries, other than licenses arising from the purchase of "off the shelf" or other standard products, or (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale development or distribution of the Company’s 's or any of its Subsidiaries' products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.; and
(c) The neither the Company has not nor any of its Subsidiaries have (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 USD$50,000 $100,000 or, in the case of indebtedness and/or liabilities to any one third party individually less than USD$150,000$100,000, in excess of USD$300,000 $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For for the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Softnet Systems Inc)
Agreements; Action. (a) Except for this Agreement the Financing Agreements and as set forth on Schedule 4.08, agreements between the Company is not a party and its employees with respect to any contract with any director, stockholder, officer or employee sales of the Company’s Common Stock, there are no agreements, understandings or proposed transactions between the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of, USD$500,000 per annum$25,000 other than in the ordinary course of the Company’s business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) 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 USD$50,000 $10,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$10,000, in excess of USD$300,000 $30,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Ritter Pharmaceuticals Inc)
Agreements; Action. (a) Except for this Agreement agreements explicitly contemplated hereby, agreements between the Company and its employees with respect to the sale of Common Stock and as set forth on the Schedule 4.08of Exceptions, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors or affiliates, officer or employee of the Company or any of its Affiliates owns any property affiliate or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedrelative 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 by which it is bound that which may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company in excess of, USD$500,000 per annum, of $10,000 (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany (other than licenses arising from the purchase of "off the shelf" or other standard products), (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Except as set forth on the Schedule of Exceptions, 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 stockstock (other than stock splits), (ii) incurred any indebtedness for money borrowed or any other liabilities (other than with respect to indebtedness and other obligations incurred in the ordinary course of business and disclosed in the Financial Statements) individually in excess of USD$50,000 $10,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$10,000, in excess of USD$300,000 $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, (iv) repurchased, redeemed or otherwise acquired any shares of its capital stock or agreed to do so, or (ivv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Rightnow Technologies Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the Transaction Documents, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$25,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to of the Company or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsother material obligation.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $25,000 or in excess of USD$300,000 $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six 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 is 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 therewithaffiliated) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) The Company has delivered to the Purchasers a true and complete copy of each agreement listed on the Schedule of Exceptions.
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Metabasis Therapeutics Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the Financing Agreements, the Convertible Notes, the Related Agreements and agreements between the Company is not a party and its employees with respect to any contract with any director, stockholder, officer or employee sales of the Company’s Common Stock, there are no agreements, understandings or proposed transactions between the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There Except for the Convertible Notes and the Related Agreements, 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 that may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of, USD$500,000 per annum$50,000 other than in the ordinary course of the Company’s business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale 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 for the Convertible Notes, 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 USD$50,000 $50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$50,000, in excess of USD$300,000 $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six three months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Zagg INC)
Agreements; Action. (ai) Except for this Agreement and as set forth on Schedule 4.08, the Company is not a party to any contract with any director, stockholder, officer or employee As of the Company or any of its Affiliates (other than with respect to employment that is terminable at will)date hereof, and no director, officer or employee of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted.
(b) There 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 that may involve (i1) obligations (contingent or otherwise) of, or payments by to, the Company or such Subsidiary in excess of, USD$500,000 per annumof $500,000 (other than the Transaction Documents and the CarVal Note Documents), (ii2) the license of any patent, copyright, trade secret or other proprietary right Intellectual Property to or from the CompanyCompany 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, (iii3) the granting grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any rights affecting other Person, or that limit the developmentCompany’s exclusive right to develop, manufacture, licensingassemble, marketingdistribute, sale market or distribution of the Company’s sell its products or services, or (iv4) indemnification by the Company with respect to infringements establishment or operation of proprietary rightsany 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 dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii2) except for Indebtedness with a outstanding principal amount (or principal commitment amount) less than $500,000, incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of (other than indebtedness and/or or liabilities individually less than USD$150,000, in excess of USD$300,000 in the aggregatethat have already been fully satisfied), (iii3) made any loans or advances to any personPerson, other than ordinary advances for travel expenses, or (iv4) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) 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.
(iv) As of the date on which this representation and warranty is made or deemed made, neither the Company nor any of its Subsidiaries is a guarantor or indemnitor of any Indebtedness.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Redaptive, Inc.)
Agreements; Action. (a) Since September 30, 2000,except as described in the SEC Documents or as set forth on Schedule 2.11(a), there have been no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof; and no such agreement, understanding or transaction entered into prior to September 30, 2000, will have any material effect on the Company's business, prospects, financial condition or results of operations.
(b) Except for this Agreement as included in the SEC Documents and as set forth on Schedule 4.08, the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or any of its Affiliates (other than with respect to employment that is terminable at will2.11(b), and no director, officer or employee of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted.
(b) There 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 that may involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$50,000, other than in the ordinary course of the Company's business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) Company other than in the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution ordinary course of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights's business.
(c) The Since September 30, 2000, the Company has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except as disclosed in the SEC Documents, incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $50,000 or in excess of USD$300,000 $200,000 in the aggregate, (iii) made any loans loans, or advances to any person, other than ordinary advances for travel expenses, or (iv) except as set forth on Schedule 2.11(c), other than in the ordinary course of business and consistent with past practice, 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 or in connection with the liquidation of obsolete inventory and spare parts.
(d) The Company has is not entered into a party to and is not bound by any letter of intentcontract, memorandum of understanding agreement or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed ofinstrument, or (iii) regarding subject to any other form of liquidationrestriction under its Restated Certificate or Bylaws, dissolution that materially and adversely affects its business, as now conducted, its properties or winding up of the Companyits financial condition.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series a Convertible Preferred Stock Purchase Agreement (Eccs Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08There are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company or any of its subsidiaries in excess of, USD$500,000 per annum$25,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany or any of its subsidiaries, or (iii) the granting grant of rights to manufacture, produce, assemble, license, market, or sell its products to any rights affecting other person or affect the developmentCompany's exclusive right to develop, manufacture, licensingassemble, marketingdistribute, sale market or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Neither the Company nor any of its subsidiaries has not (i) 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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $25,000 or in excess of USD$300,000 $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series a Preferred Stock and Warrant Purchase Agreement (Stamps Com Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company employees, affiliates or any of its Affiliates owns any property affiliate thereof or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted▇▇. ▇▇▇▇▇▇.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound that which may involve (i) future obligations (contingent or otherwise) of, or payments by to, the Company in excess ofof $10,000 (other than trade payables incurred in the ordinary course of business), USD$500,000 per annum, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany (other than licenses by the Company of “off the shelf” or other standard products), or (iii) the granting of any rights affecting provisions restricting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of USD$50,000 $10,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$10,000, in excess of USD$300,000 $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series Seed Convertible Preferred Stock Purchase Agreement (Digital Turbine, Inc.)
Agreements; Action. (a) Except for this Agreement, the Warrants, the Investors’ Rights Agreement, the Voting Agreement and or as set forth on in Section 2.12 of the Schedule 4.08of Exceptions, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There Except as set forth in Section 2.12 of the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum, $25,000 or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than the license of the Company, ’s software and products in the ordinary course of business); (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s products or services, ; or (iv) indemnification by the Company with respect to infringements of proprietary rightsthird party intellectual property rights (other than in connection with the license of the Company’s technology and products in the ordinary course of business).
(c) The Except as set forth in Section 2.12 of the Schedule of Exceptions, since January 1, 2010, the Company has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except for convertible promissory notes, incurred any indebtedness for money borrowed or any other liabilities individually in excess of USD$50,000 $25,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$25,000, in excess of USD$300,000 $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory technology and products in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series D Preferred Stock and Warrant Purchase Agreement (Great Basin Scientific, Inc.)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between (i) the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates officers, directors, affiliates or any affiliate thereof; or (other than with respect to employment that is terminable at will), and no director, officer or employee ii) any of the Company Subsidiaries and any of the respective officers, directors, affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliates 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 Subsidiary is a party or by which it is bound that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company or any Subsidiary in excess of, USD$500,000 per annum$50,000, other than obligations or liabilities of the Company or any Subsidiary for compensation under employment, advisor or consulting agreements, (ii) the license of any patent, copyright, trade secret or other proprietary right to of the Company or from the Companyany Subsidiary, or (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsother material agreement.
(c) The Neither the Company or any Subsidiary has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $50,000 or in excess of USD$300,000 $100,000 in the aggregate, other than obligations or liabilities of the Company or any Subsidiary for compensation under employment, advisor or consulting agreements, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) since December 31, 1999, sold, exchanged or otherwise disposed of any of its material assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Neither the Company nor any of its Subsidiaries is a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties, its financial condition or its prospects.
(e) Neither the Company nor any of its Subsidiaries has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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 50 percent (50%) of the voting power of the Company would be is disposed of, other than as contemplated by this Agreement 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Stock Purchase Agreement (Applied Molecular Evolution Inc)
Agreements; Action. (a) Except for this Agreement agreements explicitly contemplated hereby and as set forth on Schedule 4.08, the Company is not a party to any contract with any director, stockholder, officer or employee except for employment agreements of employees of the Company or any of its Affiliates (other earning less than with respect to employment that is terminable at will)$100,000 per year, and no director, officer or employee of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted.
(b) There 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 that may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company in excess of, USD$500,000 per annumof $50,000, (ii) obligations that have a duration of greater than one year, or (iii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Company has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) other than as set forth on the face of the Financial Statements (as defined below), incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $50,000 or in excess of USD$300,000 $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(c) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or ▇▇▇▇▇▇, that materially adversely affects its business as now conducted or in connection with the liquidation of obsolete inventory and spare partsas proposed to be conducted, its properties or its financial condition.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six (6) months in any material discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be is 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Arbinet Holdings Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business affiliate thereof. None of the Company's officers, directors or, to the Company's knowledge, stockholders, have any direct or indirect ownership interest in any firm or corporation which, to the Company's knowledge, is in a business which is the same as presently conducted and as proposed or substantially similar to be conductedthe Company's business.
(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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$25,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from of the Company, (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights, or (v) any other material agreement.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $10,000 or in excess of USD$300,000 $50,000 in the aggregate, other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (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 or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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 is disposed of, other than as contemplated by this Agreement, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(ef) 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. The Company has no other employee benefit plans presently in force with respect to profit sharing, pensions, stock options, rights or other stock benefits. The Company is not aware of any key employee of the Company who has any plans to terminate is or her employment with the Company. No key employee of the Company has voluntarily terminated his or her employment with the Company within the past six months.
(g) All of the material contracts, agreements, and instruments to which the Company is a party are valid, binding, and in full force and effect in all material respects. Copies of all such documents have been made available to special counsel for the Investors.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Qualix Group Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business affiliate thereof. None of the Company's officers, directors or, to the Company's knowledge, stockholders, have any direct or indirect ownership interest in any firm or corporation which, to the Company's knowledge, is in a business which is the same as presently conducted and as proposed or substantially similar to be conductedthe Company's business.
(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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$25,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from of the Company, (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights, or (v) any other material agreement.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $10,000 or in excess of USD$300,000 $50,000 in the aggregate, other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (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 or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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 is disposed of, other than as contemplated by this Agreement, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(ef) 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.
(g) All of the material contracts, agreements, and instruments to which the Company is a party are valid, binding, and in full force and effect in all material respects.
(h) The Company is not aware of any key employee of the Company who has any plans to terminate his or her employment with the Company. No key employee of the Company has voluntarily terminated his or her employment with the Company within the past six months.
Appears in 1 contract
Sources: Series D Preferred Stock and Warrant Purchase Agreement (Qualix Group Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$100,000, other than liabilities or obligations of the Company for compensation under employment agreements, (ii) the license of any patent, copyright, trade secret or other proprietary right to of the Company or from the Company, (iii) joint venture, partnership or other contract or arrangement involving the granting sharing of profits or proprietary information or know how (other than nondisclosure agreements), (iv) any rights affecting the development, manufacture, licensing, marketing, sale contract or distribution of agreement limiting the Company’s products 's right to engage in any business activity or servicescompete with any person or entity, or (ivv) indemnification by the Company with respect to infringements of proprietary rightsany other material agreement.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $100,000 or in excess of USD$300,000 $200,000 in the aggregate, other than liabilities or obligations of the Company for compensation under employment agreements, (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 or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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 50 percent (50%) of the voting power of the Company would be is 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08agreements explicitly contemplated hereby, there are no material agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliates thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess ofof $25,000, USD$500,000 per annum, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale 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 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 USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $25,000 or in excess of USD$300,000 $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended Certificate or Bylaws, which materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six twelve (12) months in any discussion (i) with any representative of any corporation or corporations person regarding the consolidation or merger of the Company with or into any such corporation or corporationsperson, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be is 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Curon Medical Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08agreements explicitly contemplated by the Agreements, there are no material agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directoremployees, officer or employee of the Company directors, affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There are no material agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that which may involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess ofof $50,000 individually or $500,000 in the aggregate, USD$500,000 per annum, or (ii) the license of any patent, copyright, trade secret provisions restricting or other proprietary right to or from the Company, (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or manufacture of distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) 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 USD$50,000 $50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$50,000, in excess of USD$300,000 $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its material assets or rights, other than the sale of its inventory or replacement of equipment in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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 is disposed of, or (iii) regarding any other similar form of acquisition, 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 therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Ciphergen Biosystems Inc)
Agreements; Action. (a) Except for this Agreement agreements explicitly contemplated hereby and as set forth on Schedule 4.08, agreements between the Company is not a party and its employees with respect to any contract with any director, stockholder, officer or employee the sale of the Company's Common Stock, there are no agreements, understandings or proposed transactions between the Company or and any of its Affiliates (other than with respect officers, directors, affiliates or any affiliate thereof that would be required to employment that is terminable at will)be disclosed pursuant to Regulation S-K, as promulgated by the Securities and Exchange Commission, and no director, officer or employee that are not disclosed in the Schedule of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedExceptions.
(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 that may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company in excess of, USD$500,000 per annum$100,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany (other than standard "off the shelf" product licenses), or (iii) the granting grant of rights to manufacture, produce, assemble, license, market, or sell its products to any rights affecting other person or affect the developmentCompany's exclusive right to develop, manufacture, licensingassemble, marketingdistribute, sale market or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Company has not (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $100,000 or in excess of USD$300,000 $500,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Sources: Series D Preferred Stock and Convertible Note Purchase Agreement (Drugstore Com Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on attached Schedule 4.082.10:
(a) There are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directormanagers, officer or employee of the Company members, affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company in excess ofof $20,000, USD$500,000 per annum, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, (iii) the granting Company or any of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsits subsidiaries.
(c) 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 stockequity securities, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $20,000 or in excess of USD$300,000 $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into engaged in any letter of intent, memorandum of understanding or other similar document discussion in the past six three (3) months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby, employment agreements to be executed subsequent to the date of this Agreement by Kend▇▇▇ ▇. ▇▇▇thern and as set forth on Schedule 4.08Earl ▇. ▇▇▇▇, ▇▇ approved by the Board of Directors, and the repayment of certain notes to Earl ▇. ▇▇▇▇ ▇▇▇ Kenn▇▇▇ ▇▇▇, ▇▇ disclosed in the Company's Financial Statements, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates, or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgmentsjudgements, orders, writs or decrees to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$5,000, with the exception of certain software royalties from Carnet, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, with the exception of the Wickenburg franchise referenced in Section 2.11, or (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) 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 USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, in excess of USD$300,000 in the aggregate, (iii) made any loans or advances to any personperson in excess of $5000, other than ordinary advances for travel expenses, or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of certain assets and its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(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 Bylaws that adversely affect its business as now conducted or as proposed to be conducted in the Business Plan, its properties or its financial condition.
Appears in 1 contract
Agreements; Action. (a) Except for this agreements explicitly contemplated hereby and by the Investors' Rights Agreement and as set forth on Schedule 4.08or any Ancillary Agreement, there are no commitments, agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate thereof.
(b) There are no commitments, agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that which may involve (i) obligations (contingent or otherwise) of, or payments by to, the Company in excess ofof $50,000, USD$500,000 per annum, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, Company or (iii) the granting of any rights provisions restricting or affecting the development, manufacture, licensing, marketing, sale manufacture or distribution of the Company’s 's products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) 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 USD$50,000 $50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$50,000, in excess of USD$300,000 $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation (as amended) or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted in the Business Plan, its properties or its financial condition.
(f) The Company is not a party to any employment or consulting agreements that are not terminable at will by the Company on no more than thirty (30) days' notice without cost or liability to the Company.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Rubios Restaurants Inc)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08There are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment directors, employees, contractors or consultants that is terminable at will), and no director, officer or employee provide for compensation in excess of the Company or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conducted$500,000.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party party, or to its Knowledge, by which it is bound that bound, which may involve (i) future obligations (contingent or otherwise) of, or payments by to, the Company in excess ofof $750,000, USD$500,000 per annum, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the CompanyCompany (other than licenses to the Company of “off the shelf” software or other standard products), or (iii) the granting grant of any rights affecting the development, manufacture, licensing, distribution, marketing, or sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business or as disclosed in the Financial Statements) individually in excess of USD$50,000 $750,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000$750,000, in excess of USD$300,000 $1,500,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or in connection with the liquidation of obsolete inventory and spare parts.
(d) The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past six months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a guarantor or indemnitor of any indebtedness of any other person.
Appears in 1 contract
Sources: Series F Preferred Stock Purchase Agreement (LendingClub Corp)
Agreements; Action. (a) Except for this Agreement and as set forth on Schedule 4.08the agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company is not a party to any contract with any director, stockholder, officer or employee of the Company or and any of its Affiliates (other than with respect to employment that is terminable at will)officers, and no directordirectors, officer or employee of the Company affiliates or any of its Affiliates owns any property or right, tangible or intangible, necessary to the business of the Company, as presently conducted and as proposed to be conductedaffiliate 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 that may which involve (i) obligations (contingent or otherwise) of, or payments by to the Company in excess of, USD$500,000 per annum$50,000, other than liabilities or obligations of the Company for compensation under employment agreements, (ii) the license of any patent, copyright, trade secret or other proprietary right to of the Company or from the Company, (iii) joint venture, partnership or other contract or arrangement involving the granting sharing of profits or proprietary information or know how (other than nondisclosure agreements), (iv) any rights affecting the development, manufacture, licensing, marketing, sale contract or distribution of agreement limiting the Company’s products 's right to engage in any business activity or servicescompete with any person or entity, or (ivv) indemnification by the Company with respect to infringements of proprietary rightsany other material agreement.
(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 incurred any other liabilities individually in excess of USD$50,000 or, in the case of indebtedness and/or liabilities individually less than USD$150,000, $50,000 or in excess of USD$300,000 $100,000 in the aggregate, other than liabilities or obligations of the Company for compensation under employment agreements, (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 or in connection with the liquidation of obsolete inventory and spare partsbusiness.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of Incorporation or Bylaws, which adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) The Company has not entered into any letter of intent, memorandum of understanding or other similar document engaged in the past six three 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.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract