List of Contracts. Part 2.11(a) of the Disclosure Schedule accurately identifies: (i) (A) each Company Contract relating to the employment of, or the performance of services by, any Company Employee; (B) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any severance, termination or similar payment to any Company Employee; and (C) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any bonus or similar payment (other than payment in respect of salary) to any Company Employee; (ii) each Company Contract which provides for indemnification of any officer, director, employee or agent; (iii) each Company Contract relating to the voting and any other rights or obligations of a stockholder of the Company; (iv) each Company Contract relating to the merger, consolidation, reorganization or any similar transaction with respect to the Company or any of its Subsidiaries; (v) each Company Contract relating to the acquisition, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right that is material to the operation of the business of the Company or any of its Subsidiaries (including any joint development agreement, technical collaboration agreement or similar agreement entered into by the Company or any of its Subsidiaries); (vi) each Company Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right: (A) to the Company or any of its Subsidiaries; or (B) other than object code licenses entered into in the ordinary course of business consistent with past practices as part of any sale of products by the Company or any of its Subsidiaries, from the Company or any of its Subsidiaries; (vii) each Company Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of the Company or any of its Subsidiaries; (viii) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (ix) each Company Contract imposing any restriction on the Company or any of its Subsidiaries: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any technology; (x) each Company Contract: (A) granting exclusive rights to license, market, sell or deliver any of the products or services of the Company or any of its Subsidiaries; or (B) otherwise contemplating an exclusive relationship between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand; (xi) each Company Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise relationship; (xii) each Company Contract regarding the acquisition, issuance or transfer of any securities and each Company Contract affecting or dealing with any securities of the Company or any of its Subsidiaries including any restricted share agreements or escrow agreements; (xiii) each Company Contract involving any loan, guaranty, pledge, performance or completion bond or indemnity or surety arrangement; (xiv) each Company Contract relating to the purchase or sale of any asset by or to, or the performance of any services by or for, any Related Party; (xv) any Company Contract pursuant to which the Company or any Subsidiary made payment of cash or other consideration in excess of $50,000 during twelve months ended December 31, 2008 or that involves or contemplates the payment or delivery of cash or other consideration by the Company or any of its Subsidiaries in an amount or having a value in excess of $50,000 during the twelve month period ending December 31, 2009 or December 31, 2010; (xvi) any Company Contract: (A) with any customer of the Company or any of its Subsidiaries who has purchased or licensed any products from the Company or any of its Subsidiaries pursuant to a Contract other than: (1) the Company’s or such Subsidiary’s standard form of customer Contract (with no material deviations); or (2) except as contemplated by clause “(B)” of this sentence or another clause of this Section 2.11(a), a purchase order; or (B) pursuant to which the Company or any Subsidiary received payment of cash or other consideration in excess of $50,000 during the twelve months ended December 31, 2008 or that involves or contemplates the payment or delivery of cash or other consideration to the Company or any of its Subsidiaries in an amount or having a value in excess of $50,000 during the twelve month period ending December 31, 2009 or December 31, 2010. (xvii) any Company Contract relating to a Grant; and (xviii) any Company Contract which the absence of which would have a Material Adverse Effect. (Contracts in the respective categories described in clauses “(i)” through “(xviii)” above and all Contracts identified, or required to be identified, in Part 2.11(a) of the Disclosure Schedule are referred to in this Agreement as “Material Contracts.”)
Appears in 1 contract
Sources: Merger Agreement (Oclaro, Inc.)
List of Contracts. Part 2.11(a) of the Disclosure Schedule accurately identifies:identifies each material Company Contract and each of the following Contracts, in each case to the extent such Contract is in effect as of the date of the Agreement or as of the Closing Date (the material Company Contracts and the Company Contracts in the categories listed below are referred to hereinafter collectively as “Material Contracts”):
(i) (A) each Company Contract relating to the employment of, or the performance of services by, any Company Employee; (B) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become contractually obligated to make any severance, termination or similar payment to any Company Employee; and (C) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become contractually obligated to make any bonus or similar payment (other than payment in respect of salary) to any Company Employee, in each case excluding any Company Contract that is terminable “at will” without any payment of severance, prior notice or similar payments;
(ii) each Company Contract which provides for indemnification of any officer, director, employee or agent;
(iii) each Company Contract relating to the voting and any other rights or obligations of a stockholder of the Company;
(iv) each Company Contract relating to the merger, consolidationconsolidation or reorganization of, reorganization or any similar transaction with respect to to, the Company or any of its Subsidiariessince November 9, 2001;
(v) each Company Contract relating to the acquisition, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right that is material to the operation of the business of the Company or any of its Subsidiaries (including any joint development agreement, technical collaboration agreement or similar agreement entered into by the Company or any of its SubsidiariesCompany);
(vi) except as set forth in Schedule 2.11 (a)(vi), each Company Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property RightRight to or from the Company (except for: (A) to off-the-shelf license that is not incorporated in the products of the Company and is obtainable free of charge or any for annual fee of its Subsidiariesless than $10,000; or and (B) other than object code licenses entered into in the ordinary course of business consistent with past practices as part of any sale of products by the Company or any of its Subsidiaries, from the Company or any of its Subsidiaries;Contracts that provide solely for standard non-disclosure obligations).
(vii) each Company Contract relating to the acquisition, sale, sale or spin-off or outsourcing of any Subsidiary or business unit or operation of the Company or any of its Subsidiariesentered into following November 9, 2001;
(viii) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilitiesliabilities (other than any Company Contracts set forth in Part 2.11 (a)(iii) of the Disclosure Schedule);
(ix) each Company Contract imposing any restriction on the Company or any of its SubsidiariesCompany: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any technology;
(x) each Company Contract: (A) granting exclusive rights to license, market, sell or deliver any of the products or services of the Company or of users of any marketplace, website or service of its Subsidiariesthe Company; or (B) otherwise contemplating an exclusive relationship between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand;
(xi) each material Company Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise relationship;
(xii) each Company Contract relating to the creation of any Encumbrance with respect to any asset of the Company;
(xiii) each Company Contract regarding the acquisition, issuance or transfer of any securities and each Company Contract affecting or dealing with any securities of the Company or any of its Subsidiaries including any restricted share agreements or escrow agreements;
(xiiixiv) each Company Contract involving any loan, guaranty, pledge, performance or completion bond or indemnity or surety arrangement;
(xivxv) except as set forth in Schedule 2.11(a)(xv), each Company Contract relating to the purchase or sale of any asset by or to, or the performance of any services by or for, any Related Party;
(xvxvi) each Company Contract relating to any liquidation or dissolution of the Company;
(xvii) any Company Contract pursuant to which the Company that contemplates or any Subsidiary made payment of cash or other consideration in excess of $50,000 during twelve months ended December 31, 2008 or that involves or contemplates involves: (A) the payment or delivery of cash or other consideration by the Company or any of its Subsidiaries in an amount or having a value in excess of $50,000 during 10,000 individually, or $25,000 in the twelve month period ending December 31, 2009 or December 31, 2010;
(xvi) any aggregate when taken together with all other Company Contract: (A) with any customer of the Company or any of its Subsidiaries who has purchased or licensed any products from the Company or any of its Subsidiaries pursuant to a Contract other than: (1) the Company’s Contracts involving such Person or such Subsidiary’s standard form of customer Contract (with no material deviations); or (2) except as contemplated by clause “(B)” of this sentence or another clause of this Section 2.11(a), a purchase orderPerson's affiliates; or (B) pursuant to which the Company or any Subsidiary received payment performance of cash or other consideration in excess of $50,000 during the twelve months ended December 31, 2008 or that involves or contemplates the payment or delivery of cash or other consideration to the Company or any of its Subsidiaries in an amount or services having a value in excess of $50,000 during 10,000 individually, or $25,000 in the twelve month period ending December 31, 2009 aggregate when taken together with all other Company Contracts involving such Person or December 31, 2010.such Person's affiliates;
(xviixviii) except as set forth in Schedule 2.11(a)(x)(xviii), any Company Contract relating to that has a Grantterm of more than 60 days and that may not be terminated by the Company (without penalty, Liability or premium) within 60 days after the delivery of a termination notice by the Company; and
(xviiixix) except as set forth in Schedule 2.11(a)(xix), any Company Contract which constituting or relating to a Government Contract or Government Bid that are among the absence of which would have a Material Adverse Effect. (Contracts in the respective categories described in clauses “(i)” through “(xviii)” above and all Contracts identifiedCompany's top twenty customers, or required to be identifiedby revenue, in Part 2.11(a) for each of the Disclosure Schedule are referred to in this Agreement as “Material Contractslast three fiscal years of the Company.”)
Appears in 1 contract
Sources: Stock Purchase Agreement (Silicon Graphics International Corp)
List of Contracts. Part 2.11(a) of the Disclosure Schedule accurately identifieslists:
(i) (A) each Company Contract relating to the employment of, or the performance of services by, any Company EmployeeEmployee that provides for annual, aggregate compensation in excess of $100,000 per year or has a nonstandard provision; (B) any Company Contract pursuant to which Company will as a result of the Company or any consummation of its Subsidiaries is or may the transactions under this Agreement become obligated to make any Change of Control Payment or other severance, termination or similar payment to any Company Employee; and (C) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may will, as a result of the consummation of the transactions under this Agreement, become obligated to make any bonus or similar payment (other than payment in respect of salary) to any Company Employee;
(ii) each Company Contract which provides for indemnification of any officer, director, employee or agentagent of Company (other than a Company Employee Plan);
(iii) each Company Contract relating to the voting and any other rights or obligations of a stockholder of the Company;
(iv) each Company Contract relating to the any merger, consolidation, reorganization or any similar transaction with respect to the Company or any of its SubsidiariesCompany;
(v) each Company Contract Contract, not already disclosed and covered by Section 2.10, relating to the acquisition, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right that is material to the operation of currently used or held for use in the business of the Company or any of its Subsidiaries (including any joint development agreement, technical collaboration agreement or similar agreement entered into by Company, but excluding any Company Contract not required to be listed under the Company or any provisions of its SubsidiariesSection 2.10 of this Agreement as a result of exclusions, minimum dollar limitations etc.);
(vi) each Company Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property Technology or Intellectual Property Right: (A) Right to or from Company, including any Company In-Licenses and Company Out-Licenses but excluding any Company Contract not required to be listed under the Company or any provisions of its Subsidiaries; or (B) other than object code licenses entered into in the ordinary course Section 2.10 of business consistent with past practices this Agreement as part a result of any sale of products by the Company or any of its Subsidiariesexclusions, from the Company or any of its Subsidiariesminimum dollar limitations etc.);
(vii) each Company Contract, not already disclosed and covered by Section 2.10, relating to the hosting, operation or maintenance of any Company Product or Company Software;
(viii) each Company Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of the Company or any of its SubsidiariesCompany;
(viiiix) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities;; [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(ixx) each Company Contract imposing any restriction on the Company or any of its SubsidiariesCompany: (A) to compete with any other Person; or (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop develop, distribute or distribute make available any technologyTechnology or Intellectual Property Rights;
(xxi) each Company Contract: (A) granting exclusive rights to license, market, sell sell, support, make available or deliver any of the products or services of the Company or any of its SubsidiariesProduct; or (B) otherwise contemplating an exclusive relationship between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand;
(xixii) each Company Contract that includes a “most favored customer” or similar clause by Company to any other Person;
(xiii) each Company Contract creating or involving any agency relationship, sales representative, channel partner, distribution or reseller arrangement or franchise relationshiprelationship with any other Person;
(xiixiv) each Company Contract requiring future development of Company Software by Company;
(xv) each Company Contract regarding the acquisition, issuance or transfer of any securities and each Company Contract affecting or dealing with relating to any securities of the Company or any of its Subsidiaries including any restricted share agreements or securities escrow agreements;
(xiiixvi) each Company Contract (other than a Company Employee Plan) involving any loan, guaranty, pledge, performance or completion bond or indemnity or surety arrangementarrangement by Company to any other Person;
(xivxvii) any Company Contract (A) imposing any confidentiality obligation on Company or on any other Person (other than routine nondisclosure agreements entered into by Company in the ordinary course of business), (B) containing “standstill” or similar provisions, or (C) providing any right of first negotiation, right of first refusal or similar right to any Person;
(xviii) any Company Contract under which any of the transactions contemplated in this Agreement would trigger more favorable terms for any other Person with respect to price or any extension of the term of the Company Contract;
(xix) each Company Contract relating to the purchase or sale of any asset by or to, or the performance of any services by or for, any Related Party;
(xvxx) each Company Contract relating to any liquidation or dissolution of the Company;
(xxi) any Company Contract pursuant to which the Company or any Subsidiary made payment of cash or other consideration in excess of $50,000 during twelve months ended December 31, 2008 or that involves or contemplates involves: (A) the payment or delivery of cash or other consideration by the Company or any of its Subsidiaries in an amount or having a value in excess of $50,000 during the twelve month period ending December 31, 2009 or December 31, 2010;
(xvi) any Company Contract: (A) with any customer of the Company or any of its Subsidiaries who has purchased or licensed any products from the Company or any of its Subsidiaries pursuant to a Contract other than: (1) the Company’s or such Subsidiary’s standard form of customer Contract (with no material deviations); or (2) except as contemplated by clause “(B)” of this sentence or another clause of this Section 2.11(a), a purchase order10,000 annually; or (B) pursuant to which the Company or any Subsidiary received payment performance of cash or other consideration in excess of $50,000 during the twelve months ended December 31, 2008 or that involves or contemplates the payment or delivery of cash or other consideration to the Company or any of its Subsidiaries in an amount or services having a value in excess of $50,000 during 10,000 annually;
(xxii) all material Contracts with any Governmental Body, except for customer Contracts; and [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the twelve month period ending December 31Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, 2009 or December 31, 2010as amended.
(xviixxiii) any other Company Contract relating to a Grant; and
(xviii) any Company Contract which entered into outside of Company’s business of providing software and related services in the absence of which would have a Material Adverse Effectordinary course generally consistent with Company’s past practice. (Contracts in the respective categories described in clauses “(i)” through “(xviiixxiii)” above and all Contracts identified, or required to be identified, in Part 2.11(a2.9(b), 2.10(b), 2.10(c) or 2.10(e) of the Disclosure Schedule are referred to in this Agreement as the “Material Listed Contracts.”)
Appears in 1 contract
Sources: Merger Agreement (Instructure Inc)
List of Contracts. Part 2.11(aSection 2.15(a) of the Disclosure Schedule accurately identifiesidentifies each of the following that is in effect, under which the Company has any Liabilities or rights or by which the Company is bound as of the date hereof:
(i) (A) each Company Contract relating to the employment of, or the performance of services by, any current Company Employee, excluding employment offer letters providing for at-will employment of individuals below the rank of vice president, the Company’s employee handbook and other generally applicable employee policies, Company Employee Plans, employee proprietary information and inventions agreements and agreements pursuant to the Stock Plans; (B) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any severance, termination termination, settlement or similar payment to any Company Employee; and (C) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any bonus or similar payment (other than payment in respect of salarysalary not to exceed $20,000 in the aggregate) to any Company Employee;
(ii) each Company Contract which provides for indemnification of any officer, director, employee or agent;
(iii) each Company Contract relating to the voting and any other rights or obligations of a stockholder of the Company;
(iv) each Company Contract relating to the merger, consolidation, reorganization or any similar transaction with respect to the Company or any of its SubsidiariesCompany;
(v) each Company Contract relating to the acquisition, ownership, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right that is material to the operation of the business of the Company or any of its Subsidiaries (including any joint development agreement, technical collaboration agreement or similar agreement entered into by the Company, but excluding assignments of the Company’s patents filed with the United States Patent and Trademark Office, proprietary information and confidentiality agreements with the Company’s current and former employees and consultants and any Company or any of its SubsidiariesContracts relating to third party software that is generally available on standard commercial terms and is licensed to the Company solely for internal use on a non-exclusive basis);
(vi) each Company Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right: (A) Right to or from the Company or (excluding any of its Subsidiaries; or (B) other than object code licenses entered into Company Contract in which the Company grants a license to a customer to use the Company’s products in the ordinary course of business consistent with past practices as part of and any sale of products by Company Contracts relating to third party software that is generally available on standard commercial terms and is licensed to the Company or any of its Subsidiaries, from the Company or any of its Subsidiariessolely for internal use on a non-exclusive basis);
(vii) each Company Contract (other than routine purchase orders and pricing quotes in the ordinary course of business covering a period of less than one year) for the purchase of inventory, spare parts, other materials or personal property with any supplier or for the furnishing of services to the Company under the terms of which the Company: (A) paid or otherwise gave consideration of more than $50,000 in the aggregate during the most recently completed fiscal year; (B) is likely to pay or otherwise give consideration of more than $50,000 in the aggregate during the most recently completed fiscal year; (C) is likely to pay or otherwise give consideration of more than $50,000 in the aggregate over the remaining term of such Company Contract; or (D) cannot be canceled by the Company without penalty or further payment of less than $25,000;
(viii) each Company Contract with a customer that: (A) involved consideration of more than $50,000 in the aggregate during the most recently completed fiscal year; (B) involved or is likely to involve consideration of more than $50,000 in the aggregate during the most recently completed fiscal year or current fiscal year; (C) is likely to involve consideration of more than $50,000 in the aggregate over the remaining term of the contract; or (D) cannot be canceled by the Company without penalty or further payment of less than $25,000;
(ix) each Company Contract pursuant to which the Company has agreed to supply Company Products to a customer at specified prices, whether directly or through a specific distributor, manufacturer’s representative or dealer that: (A) involved consideration of more than $50,000 in the aggregate during the most recently completed fiscal year; (B) is likely to involve consideration of more than $50,000 in the aggregate during the current fiscal year; (C) is likely to involve consideration of more than $50,000 in the aggregate over the remaining term of the contract; or (D) cannot be canceled by the Company without penalty or further payment of less than $50,000;
(x) each Company Contract that requires or obligates the Company in the current fiscal year or in the future to purchase specified minimum amounts of any product or to perform or conduct research, clinical trials or development for any Person other than the Company;
(xi) each Company Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of the Company or any of its SubsidiariesCompany;
(viiixii) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities;
(ixxiii) each Company Contract imposing any restriction on the Company or any of its SubsidiariesCompany: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any technology; or (D) otherwise on the conduct of its business as currently conducted or as proposed to be conducted;
(xxiv) each Company Contract: (A) granting or obligating the Company to grant exclusive rights to for the research, clinical trial, development, distribution, sale, supply, license, marketmarketing, sell co- promotion or deliver manufacturing of any Company Product, patent or other Intellectual Property Right of the products or services of the Company or any of its SubsidiariesCompany; or (B) otherwise contemplating an exclusive relationship between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand;
(xixv) each Company Contract creating or involving any any: (A) distributor, manufacturer’s representative, broker, franchise, agency relationshipor dealer relationship (specifying on a matrix, distribution in the case of distributor agreements, the name of the distributor, product, territory, termination date and exclusivity provisions); or reseller arrangement or franchise relationship(B) sales promotion, market research, marketing and advertising services;
(xiixvi) each Company Contract regarding the acquisition, issuance or transfer of any securities and each Company Contract affecting or dealing with any securities of the Company or any of its Subsidiaries including any restricted share agreements or escrow agreements;
(xiiixvii) each Company Contract involving any loan, guaranty, pledge, performance or completion bond or indemnity or surety arrangement;
(xivxviii) each Company Contract relating to the purchase or sale of any asset by or to, or the performance of any services by or for, any Related Party;
(xvxix) each Company Contract relating to any liquidation or dissolution of the Company;
(xx) any other Company Contract pursuant to which the Company that contemplates or any Subsidiary made payment of cash or other consideration in excess of $50,000 during twelve months ended December 31, 2008 or that involves or contemplates involves: (A) the payment or delivery of cash or other consideration by the Company or any of its Subsidiaries in an amount or having a value in excess of $50,000 during the twelve month period ending December 31, 2009 or December 31, 2010;
(xvi) any Company Contract: (A) with any customer of the Company or any of its Subsidiaries who has purchased or licensed any products from the Company or any of its Subsidiaries pursuant to a Contract other than: (1) the Company’s or such Subsidiary’s standard form of customer Contract (with no material deviations); or (2) except as contemplated by clause “(B)” of this sentence or another clause of this Section 2.11(a), a purchase order50,000; or (B) pursuant to which the Company or any Subsidiary received payment performance of cash or other consideration in excess of $50,000 during the twelve months ended December 31, 2008 or that involves or contemplates the payment or delivery of cash or other consideration to the Company or any of its Subsidiaries in an amount or services having a value in excess of $50,000 during the twelve month period ending December 31, 2009 or December 31, 2010.
(xvii) any Company Contract relating to a Grant50,000; and
(xviiixxi) any other Company Contract which that: (A) was entered into outside the ordinary course of business or was inconsistent with the past practices of the Company and involves payments in excess of $50,000; (B) that is material to the Company or the conduct of its business; (C) the absence of which would reasonably be expected to have a Material Adverse Effect; or (D) that is reasonably believed by the Company to be of unique value even if not material to the business of the Company. (Contracts in the respective categories described in clauses “(i)” through “(xviiixxi)” above and all Contracts identified, or required to be identified, in Part 2.11(aSection 2.15(a) of the Disclosure Schedule are referred to in this Agreement as “Material Contracts.”)
Appears in 1 contract
Sources: Merger Agreement (Veracyte, Inc.)
List of Contracts. Part 2.11(a) of the Disclosure Schedule accurately identifies:
(i) (A) each Company Contract relating to the employment of, or the performance of services by, any Company EmployeeEmployee (other than “at will” employment agreements entered into in the ordinary course of business on the Company’s standard form of offer letter in the form made available to Parent without any material deviation thereto); (B) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any severance, termination or similar payment to any Company EmployeeEmployee (other than post-termination benefits continuation coverage required by applicable Legal Requirements); and (C) any Company Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any bonus or similar payment (other than payment in respect of salary) to any Company Employee;
(ii) each Company Contract which provides for indemnification of any officer, director, employee or agent;
(iii) each Company Contract relating to the voting and any other rights or obligations of a stockholder of any of the Company;
(iv) each Company Contract relating to the merger, consolidation, reorganization or any similar transaction with respect to the Company Company, including the acquisition, sale, spin off or outsourcing of any Subsidiary or business unit or operation of its Subsidiariesthe Company;
(v) each Company Contract relating to the acquisition, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right that is material to the operation of the business of the Company or any of its Subsidiaries (including any joint development agreement, technical collaboration agreement or similar agreement entered into by the Company) (other than those under a standard form of Company IP Contact made available to Parent without material deviation under which the Company retains sole ownership of the Intellectual Property or any of its SubsidiariesIntellectual Property Right developed under such agreement);
(vi) each Company Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property RightRight to or from the Company (other than: (A) agreements between the Company and a third party pursuant to a standard form Company IP Contract made available to Parent without material deviation, including agreements between the Company and its employees in the Company’s standard form thereof; and (B) agreements including non-exclusive licenses to third party software that (1) is not incorporated into, or used in the development, testing, distribution, maintenance or support of, any Company Software and that is not otherwise material to the Company Company’s business or any (2) is licensed under a “shrink-wrap,” “click-through” or other form of its Subsidiariesend user license agreement and is generally commercially available for a license fee of no more than $20,000; or (BC) other than object code licenses non-disclosure, evaluation and confidentiality agreements that are entered into in the ordinary course of business consistent with past practices as part of any sale of products by the Company or any of its Subsidiaries, from the Company or any of its Subsidiariesbusiness);
(vii) each Company Contract relating to the hosting of any website of the Company;
(viii) each Company Contract relating to the advertising or promotion of the business of the Company or pursuant to which any third parties advertise on any websites operated by the Company;
(ix) each Company Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of the Company or any of its SubsidiariesCompany;
(viiix) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities;
(ixxi) each real estate lease of the Company;
(xii) each Company Contract imposing any restriction on the Company or any of its SubsidiariesCompany: (A) to compete with or solicit any customer of, any other Person; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; (C) to solicit, hire or retain any Person as an employee, consultant or individual independent contractor; or (CD) to develop or distribute any technology;
(xxiii) each Company Contract: (A) granting exclusive rights to license, market, sell or deliver any of the products or services of the Company or of users of any marketplace, website or service of its Subsidiariesthe Company; or (B) otherwise contemplating an exclusive relationship between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand;
(xixiv) each Company Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise relationship;
(xiixv) each Company Contract regarding the acquisition, issuance or transfer of any securities securities, including the provision of any right of first negotiation, right of first refusal, or similar right, and each Company Contract affecting or dealing with any securities of the Company or any of its Subsidiaries including any restricted share agreements or escrow agreements;
(xiiixvi) each Company Contract involving any loan, guaranty, pledge, performance or completion bond or indemnity or surety arrangement, or any similar obligation;
(xivxvii) each Company Contract relating to the purchase or sale of any asset by or to, or the performance of any services by or for, any Related Party;
(xvxviii) each Company Contract relating to any liquidation or dissolution of the Company;
(xix) each Company Contract that is a customer contract in effect as of the date of this Agreement, together with each contract’s monthly billing amount, package type and contract term;
(xx) any Company Contract pursuant to which the Company that contemplates or any Subsidiary made payment of cash or other consideration in excess of $50,000 during twelve months ended December 31, 2008 or that involves or contemplates involves: (A) the payment or delivery of cash or other consideration by the Company or any of its Subsidiaries in an amount or having a value in excess of $50,000 during the twelve month period ending December 3120,000 individually, 2009 or December 31or, 2010;
(xvi) any when taken together with all other Company Contract: (A) with any customer of Contracts between the Company or any of its Subsidiaries who has purchased or licensed any products from the Company or any of its Subsidiaries pursuant to a Contract other than: (1) the Company’s and such Entity or such SubsidiaryEntity’s standard form of customer Contract (with no material deviations); or (2) except as contemplated by clause “(B)” of this sentence or another clause of this Section 2.11(a)affiliates, a purchase order$20,000 in the aggregate; or (B) pursuant to which the Company or any Subsidiary received payment performance of cash or other consideration in excess of $50,000 during the twelve months ended December 31, 2008 or that involves or contemplates the payment or delivery of cash or other consideration to the Company or any of its Subsidiaries in an amount or services having a value in excess of $50,000 during 20,000 individually, or, when taken together with all other Company Contracts between the twelve month period ending December 31Company and such Entity or such Entity’s affiliates, 2009 or December 31, 2010.
(xvii) any Company Contract relating to a Grant$20,000 in the aggregate; and
(xviiixxi) any other Company Contract which that was entered into outside the absence ordinary course of which would have a Material Adverse Effectbusiness or that is otherwise material to the operation or business of the Company. (Contracts in the respective categories described in clauses “(i)” through “(xviiixxi)” above and all Contracts identified, or required to be identified, in Part 2.11(a) of the Disclosure Schedule are referred to in this Agreement as “Material Contracts.”)
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Sources: Merger Agreement (Yelp Inc)