Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights. (c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 33 contracts
Samples: Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Agreements; Action. Other than as set forth on Schedule 3.7:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreementsApplicable Contracts, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contractsApplicable Contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge Knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicOrdinary Course of Business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the Ordinary Course of Business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to indebtedness and other obligations incurred in the ordinary course Ordinary Course of business) individually in excess of what is contemplated Business or as disclosed in the “budget” for going public Financial Statements), (iii) made any loans or advances to any person, other than ordinary advances for travel expensesand business expenses in the Ordinary Course of Business, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory or services in the ordinary course Ordinary Course of businessBusiness.
(d) For The Company has not engaged in the purposes past three (3) months, and is not currently engaged, in any discussion (i) with any Representative of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any entity regarding the same person consolidation or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall be aggregated for with any corporation, partnership, association or other business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionsthe Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 8 contracts
Samples: Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc)
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby hereby, by the Related Agreements and agreements between entered into the Company and its employees with respect to the sale ordinary course of the Company’s outstanding Common Stockbusiness, there are no agreements, understandings, understandings or proposed transactions between the Company Corporation and any of its officers, directors, employeesconsultants, affiliates, key employees or affiliates or any affiliate thereof.
(bii) There Except this Agreement and the Related Agreements and as set out on the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Corporation is a party or to its knowledge by which it is bound which that may involve (iA) future obligations (contingent or otherwise) of, or payments to, to the Company Corporation in excess of what is in the “budget” for going publicof, or $1,000,000, (iiB) the transfer or any license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company Corporation (other than licenses by (1) the Company license of the Corporation’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements, the form of which has been provided to special counsel for the Subscriber or (2) the license to the Corporation of standard, generally commercially available, “off the off-the-shelf” third-party products that are not and will not to any extent be part of, or other standard productsinfluence development of, or require payment with respect to, any product, service or intellectual property offering of the Corporation), or (iiiC) provisions materially restricting or affecting the development, manufacture or distribution of the CompanyCorporation’s products or services services, or (ivD) indemnification by the Company Corporation with respect to infringements of proprietary rights.
(ciii) The Company Except as set out on the Schedule of Exceptions, the Corporation has not (iA) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (iiB) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public $1,000,000, (iiiC) made any loans or advances to any person, other than ordinary advances for travel or other business expenses, or (ivD) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(div) For the purposes of subsections (bii) and (ciii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Corporation has reason to believe are affiliated therewith) shall will be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(v) Except as disclosed in the Schedule of Exceptions, the Corporation has not engaged in the past three (3) months in any discussion (A) with any representative of any corporation or corporations regarding the consolidation, merger or other business combination transaction of the Corporation with or into any such corporation or corporations, (B) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Corporation or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of, or (C) regarding any other form of acquisition, liquidation, dissolution or winding up of the Corporation.
Appears in 5 contracts
Samples: Licensing and Collaboration Agreement (Zymeworks Inc.), Collaboration Agreement (Zymeworks Inc.), Licensing and Collaboration Agreement (Zymeworks Inc.)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company it (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries’ products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since December 31, 2004 (the “Balance Sheet Date”) neither it nor any of its Subsidiaries has: (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 5 contracts
Samples: Security and Purchase Agreement (Naturade Inc), Security Agreement (Iwt Tesoro Corp), Security and Purchase Agreement (Micro Component Technology Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockby this Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof other than standard option grants and stock purchase agreements entered into prior to the date of this Agreement.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, by the Company in excess of what is of, $100,000, other than in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)commercial software licenses, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (rights other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory indemnifications entered into in the ordinary course of business.
(dc) For the purposes of subsections subsection (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or its Bylaws that adversely affects its business as now conducted, its properties or its financial condition.
(e) The Company is not a guarantor or indemnitor of any indebtedness of any other person or entity.
(f) The Company has not engaged in the past three months in any discussion (i) with any representative of any entity or entities regarding the merger of the Company with or into any such entity or entities or any affiliate thereof, (ii) with any representative of any entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 5 contracts
Samples: Series E Preferred Stock Purchase Agreement (Fluidigm Corp), Series E Preferred Stock Purchase Agreement (Fluidigm Corp), Series E Preferred Stock Purchase Agreement (Fluidigm Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, or $10,000, (ii) the transfer or any material license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by (A) the license of the Company’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements the form of which has been provided to special counsel for the Investors or (B) the license to the Company of standard, generally commercially available, “off the off-the-shelf” or other standard products), third party products that are not and will not to any extent be part of) or (iii) provisions materially restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 4 contracts
Samples: Series a Preferred Stock Purchase Agreement, Series a and a 1 Preferred Stock Purchase Agreement, Stock Purchase Agreement (RPX Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof nor are there agreements or understandings between any person and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $5,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $5,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $5,000, in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 4 contracts
Samples: Series C Preferred Stock Purchase Agreement (Spectrx Inc), Research & Development and License Agreement (Spectrx Inc), Series B Preferred Stock Purchase Agreement (Spectrx Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockInvestors' Rights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations of the Company (contingent or otherwise) of, or payments to, to the Company individually in excess of what $100,000 or, in case of agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound are individually less than $100,000, in excess of $250,000 in the “budget” for going publicaggregate, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company in a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
(g) As of the Closing, the Company has not incurred any expenses and has no liabilities individually in excess of $100,000 or, in the case of expenses and/or liabilities individually less than $100,000, in excess of $250,000 in the aggregate.
Appears in 4 contracts
Samples: Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Series D Preferred Stock Purchase Agreement (Rhythms Net Connections Inc), Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “off the shelf” "OFF THE SHELF" or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 4 contracts
Samples: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to described in the sale of the Company’s outstanding Common StockSEC Filings, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of “off the shelf” or other standard productsbusiness), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockstock other than dividends on its Series D Preferred Stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or in the “budget” for going public aggregate in excess of $250,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of businessbusiness except as set forth in the Company's filings with the Securities and Exchange Commission as of the date hereof (the "SEC Filings").
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has proposed, and is engaged in, discussions regarding the acquisition of Einstein as described in the Schedule of Exceptions.
Appears in 4 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement (Greenlight Capital LLC), Bond Purchase Agreement (Greenlight Capital LLC)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockAgreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of what is in the “budget” for going publicof, or $10,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company or any of “off the shelf” or other standard products)its subsidiaries, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Neither the Company nor any of its subsidiaries has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or in excess of $25,000 in the “budget” for going public aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 4 contracts
Samples: Series B Preferred Stock Purchase Agreement (Avantgo Inc), Series a Preferred Stock Purchase Agreement (Avantgo Inc), Series B Preferred Stock Purchase Agreement (Avantgo Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(d) Except as set forth on Schedule 4.6, the Company has not engaged in the past two years in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (One Voice Technologies Inc), Securities Purchase Agreement (One Voice Technologies Inc), Securities Purchase Agreement (One Voice Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Documents, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except for this Agreement, the Governance Agreement, the Strategic Alliance Agreement and the Collaboration Agreement dated as of November 14, 2002 by and between the Company and the Investor (the "Collaboration Agreement"), there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future provisions restricting or affecting the development, manufacture or distribution of the Company's products or services; (ii) obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from agreements entered into in the ordinary course of “off the shelf” or other standard productsbusiness), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $1,000,000 or in the “budget” for going public aggregate in excess of $5,000,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and subsection (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts indebtedness and proposed transactions liabilities involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Samples: Strategic Alliance Agreement (Theravance Inc), Strategic Alliance Agreement (Theravance Inc), Class a Common Stock Purchase Agreement (Theravance Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company it (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries’ products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since December 31, 2005 (the “Balance Sheet Date”) neither it nor any of its Subsidiaries has: (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 3 contracts
Samples: Security Agreement (Path 1 Network Technologies Inc), Security Agreement (Digital Recorders Inc), Security and Purchase Agreement (Ronco Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Agreements or as set forth on Schedule 2.9, there are no oral or written agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandingscommitments, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is Companies are a party or to its knowledge by which it is any of the Companies are bound which may involve relate to (i) future obligations (contingent or otherwise) of, or payments to, the Company Companies in excess of what is in the “budget” for going public$25,000, or (ii) provisions that would have a Material Adverse Effect, (iii) the transfer or license by the Companies of any patent, copyright, trade secret or other proprietary right Intellectual Property to or from the Company (any Person other than licenses by in the Company ordinary course of “off the shelf” or other standard products)business, or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification any other material agreement of the Companies.
(b) The Companies have made available to the Investors a full and complete copy of each item required to be set forth on Schedule 2.9 and there are no agreements or understandings, oral or written, or side agreements not contained therein that relate to or modify the substance thereof in any material respect. Each contract or agreement set forth on Schedule 2.9 (i) has been duly authorized by all necessary corporate and other action on the part of the Company or the Subsidiary, as applicable, (ii) was validly executed and delivered by the Company or the Subsidiary, as applicable, and (iii) is a legal, valid and binding obligation of the Company or the Subsidiary, as applicable and its successors, enforceable in accordance with respect its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and by general principles of equity relating to infringements enforceability (whether considered in an action at law or in equity). Each such document is in full force and effect, none of proprietary rightstheir material provisions has been waived or modified by any party thereto and there are no material defaults thereunder or notice of material defaults delivered pursuant thereto.
(c) The Company has Except as set forth on Schedule 2.9, since the Statement Date, the Companies have not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities Liabilities (other than trade payables with respect to accounts payable and other non-material obligations incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public ), (iii) made any loans or advances to any personPerson, other than ordinary advances for travel expenses and similar reimbursable business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale rights having a fair market value in excess of its inventory in the ordinary course of business$25,000.
(d) For the purposes of subsections (a), (b) and (c) above, all indebtedness, liabilitiesLiabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons or entities Persons that, to the Company has reason to believe Company’s Knowledge are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Except as set forth on Schedule 2.9 or as contemplated by this Agreement or any of the Transaction Agreements, the Company has not engaged in the past six (6) months in any discussion (i) with any representative of any entity regarding the consolidation or merger of the Company with or into any such entity, (ii) with any entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Samples: Series C Preferred Stock Purchase Agreement, Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc), Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Corporation is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Corporation in excess of what is in the “budget” for going public$50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Proprietary Right (as defined in Section 3(i) below) to or from the Company (Corporation, other than licenses by arising from the Company purchase of “off the shelf” or other standard products), or each of which licenses are not, individually, material to the Corporation’s business, (iii) provisions restricting the development, manufacture manufacture, distribution or distribution sale of the Company’s any products or services services, or (iv) indemnification by the Company Corporation with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) Proprietary Rights. For the purposes of subsections (b) and (c) abovemeeting the foregoing threshold of $50,000, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Corporation has reason to believe are affiliated therewith) shall be aggregated aggregated.
(ii) The Corporation has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $25,000 or $50,000 in the purpose aggregate, (iii) made any loans or advances to any officer or director of the Corporation, other than ordinary advances for travel expenses, or (iv) sold, exchanged, or otherwise disposed of any of its assets or rights. For the purposes of meeting the individual minimum dollar amounts foregoing thresholds of such subsections$25,000 and $50,000, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Corporation has reason to believe are affiliated therewith) shall be aggregated.
(iii) The Corporation is not a party to and is not bound by any contract, agreement, or instrument, or subject to any restriction under its Certificate of Incorporation or Bylaws, each as amended and in effect at the Closing, that materially and adversely affects the Corporation’s business, properties, assets, prospects or financial condition.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Puma Biotechnology, Inc.), Securities Purchase Agreement (Puma Biotechnology, Inc.), Securities Purchase Agreement (Puma Biotechnology, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(d) The Company has not engaged in the past two years in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Versacom International Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company on the one hand and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereofthereof on the other hand.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$100,000, or (ii) the transfer or license of any material patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services in any material respect, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $300,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Telecom Communications Inc), Series a Preferred and Common Stock Purchase Agreement (Intermix Media, Inc.), Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof nor are there agreements or understandings between any person and/or entities, which affect or relate to the voting or giving of written consents with respect to any security or by a director of the Company.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of businessbusiness or (iv) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $50,000 or collectively in excess of $150,000.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Samples: Collaboration Agreement (Sunesis Pharmaceuticals Inc), Collaboration Agreement (Sunesis Pharmaceuticals Inc), Stock Purchase Agreement (Sunesis Pharmaceuticals Inc)
Agreements; Action. (a) 2.12.1 Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockRights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) 2.12.2 There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company individually in excess of what is in the “budget” for going publicof, or five hundred thousand dollars ($500,000), (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off the shelf” or other standard productsCompany’s software and products in the ordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) 2.12.3 The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public five hundred thousand dollars ($500,000), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) 2.12.4 For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
2.12.5 The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business as now conducted or its properties.
2.12.6 The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Samples: Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockInvestors' Rights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off the shelf” or other standard productsCompany's software and products in the ordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 3 contracts
Samples: Series C Preferred Stock Purchase Agreement (Planetrx Com), Series D Preferred Stock Purchase Agreement (Planetrx Com), Series B Preferred Stock Purchase Agreement (Planetrx Com)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby including proprietary agreements and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, and agreements between the Company and the Investors with respect to their investment, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase or sale of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities except as set forth in the Schedule of Exceptions (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Except as set forth in the Schedule of Exceptions, the Company has not engaged in the past three (3) months in any material discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 3 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series C Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series C Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Valcom Inc /Ca/), Securities Purchase Agreement (Path 1 Network Technologies Inc), Convertible Note Purchase Agreement (Idial Networks Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsbusiness.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or in the “budget” for going public aggregate in excess of $250,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of businessbusiness except as set forth in the Company's filings with the Securities and Exchange Commission as of the date hereof (the "SEC Filings").
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has proposed, and is engaged in, discussions regarding the acquisition of Einstein as described in the Schedule of Exceptions.
Appears in 3 contracts
Samples: Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series D Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp), Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except for the IP Acquisition Agreements or Membership Agreements, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, or $50,000, (ii) the transfer or any material license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by (A) the license of the Company’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements the form of which has been provided to special counsel for the Investors and which do not involve payments, individually or in aggregate, in excess of $50,000 or (B) the license to the Company of standard, generally commercially available, “off the off-the-shelf” third party products that are not and will not to any extent be material to the Company or other standard products), its business) or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 3 contracts
Samples: Series B Preferred Stock Purchase Agreement, Stock Purchase Agreement (RPX Corp), Stock Purchase Agreement (RPX Corp)
Agreements; Action. Except as set forth on Schedule 2.6:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $250,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $150,000 in the aggregate, (iii) made any loans or advances to any personperson or entity in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. Neither the Company nor any subsidiary is in default with respect to any indebtedness.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockby this Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereofthereof other than standard option grants and stock purchase agreements entered into prior to the date of this Agreement.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, by the Company in excess of what is of, US$100,000, other than in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)commercial software licenses, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (rights other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory indemnifications entered into in the ordinary course of business.
(dc) For the purposes of subsections subsection (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or its Bylaws that adversely affects its business as now conducted, its properties or its financial condition.
(e) The Company is not a guarantor or indemnitor of any indebtedness of any other person or entity.
(f) The Company has not engaged in the past three months in any discussion (i) with any representative of any entity or entities regarding the merger of the Company with or into any such entity or entities or any affiliate thereof, (ii) with any representative of any entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Fluidigm Corp), Convertible Note Purchase Agreement (Fluidigm Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby The SEC Reports list all material agreements, understandings, instruments and agreements between contracts, whether written or oral, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective assets and its employees with respect to the sale of the Company’s outstanding Common Stock, there properties are bound.
(b) There are no agreements, understandings, understandings or proposed transactions between the Company or any of its subsidiaries and any of its their respective officers, directors, employees, affiliates, affiliates or any affiliate thereof, except for the transactions contemplated hereby and as otherwise disclosed in the SEC Reports.
(bc) There Except as otherwise disclosed in the SEC Reports, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs transactions or decrees Orders to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of what is in the “budget” for going public$100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (or any of its subsidiaries, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's or any of its subsidiaries' products or services, (iv) a warranty with respect to its services rendered or its products sold or leased other than in the ordinary course of business, or (ivv) indemnification by the Company or any of its subsidiaries with respect to infringements of proprietary rights.
(cd) The Neither the Company nor any of its subsidiaries has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any material indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public liabilities, (iii) made any material loans or advances to any person, other than ordinary advances for travel expensesexpenses and other customary employment-related advances made in the ordinary course of business, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business, except as otherwise disclosed in the SEC Reports.
(de) For the purposes of subsections (bc) and (cd) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) All of the material contracts, agreements and instruments of the Company are valid, binding and enforceable in accordance with their respective terms and there has been no material change to or amendment to a material contract, covenant, agreement or instrument by which the Company or any of its subsidiaries or any of their respective assets or properties is bound or subject. Each of the Company and each of its subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, covenant, agreement or instrument. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any of its subsidiaries under any contract, covenant, agreement or instrument. None of the Company nor any of its subsidiaries has knowledge of any breach by the other parties to any material contract, covenant, agreement or instrument, except as otherwise disclosed in the SEC Reports.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (ClearStory Systems, Inc.), Series C Convertible Preferred Stock Purchase Agreement (ClearStory Systems, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going publicof, or $25,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s products 's exclusive right to develop, manufacture, assemble, distribute, market or services or (iv) indemnification by the Company with respect to infringements of proprietary rightssell its products.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or in excess of $100,000 in the “budget” for going public aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, that adversely affects its business as now conducted or as presently proposed to be conducted in the purposes Business Plan, its assets or properties or its financial condition.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any corporation or corporations regarding the same person consolidation or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall be aggregated for with any corporation, partnership, association or other business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionsthe Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Zamba Corp), Series a Preferred Stock Purchase Agreement (Zamba Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no The Company has disclosed agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables and liabilities already disclosed, which were incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.), Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common Stockother Transaction Documents, there are no agreements, understandings, or proposed transactions between the Company or the Subsidiaries and any of its their officers, directors, employees, affiliatesaffiliates or, or to the Company’s knowledge, any affiliate thereof.
(b) There are no agreements, understandingscontracts, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or the Subsidiaries is a party or to its knowledge by which it the Company or the Subsidiaries is bound which that may involve (i) future obligations (contingent or otherwise) of, of or payments to, to the Company or the Subsidiaries, respectively, in excess of what is in the “budget” for going public$500,000, or (ii) the transfer or any license of any patent, copyright, trade secret or other proprietary right Intellectual Property to or from the Company or the Subsidiaries (other than licenses the license to the Company of standard, generally commercially available, “off-the-shelf” third-party products), (iii) indemnification by the Company or the Subsidiaries with respect to infringements of “off the shelf” or other standard products)proprietary rights, or (iiiiv) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by of the Company with respect to infringements of proprietary rightsor the Subsidiaries.
(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 any liabilities or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $500,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $500,000, in excess of $1,000,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary reasonable advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, agreements and contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Neither the Company nor the Subsidiaries is in violation or default of any term (including without limitation any diligence obligation) or of any provision of any of the agreements set forth in Schedule 2.13 of the Disclosure Schedule (the “Material Agreements”). The execution, delivery, and performance of and compliance with this Agreement, and the Transaction Documents, and the issuance and sale of the Series D Preferred Stock pursuant hereto and of the Common Stock issuable upon conversion of the Series D Preferred Stock pursuant to the Restated Certificate, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or the Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any Material Agreement, permit, license, authorization or approval applicable to the Company or the Subsidiaries, its business or operations or any of its assets or properties. The Company has avoided every condition, and has neither performed any act, the occurrence of which would result in the loss of any right granted to the Company or the Subsidiaries under any Material Agreement, nor failed to perform any act, the failure of which would result in the loss of any right granted to the Company or the Subsidiaries under any Material Agreement.
Appears in 2 contracts
Samples: Series D Preferred Stock Purchase Agreement, Series D Preferred Stock Purchase Agreement (Amyris, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between Since September 30, 2000, except as described in the Company and its employees with respect to the sale of the Company’s outstanding Common StockSEC Documents or as set forth on Schedule 2.11(a), there are have been no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, 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) There Except as included in the SEC Documents and as set forth on Schedule 2.11(b), there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is of, $50,000, other than in the “budget” for going publicordinary course of the Company's business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by in the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture 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) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except as disclosed in the SEC Documents, incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or in excess of $200,000 in the “budget” for going public 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.
(d) For the purposes of subsections (b) The Company is not a party to and (c) aboveis not bound by any contract, all indebtednessagreement or instrument, liabilitiesor subject to any restriction under its Restated Certificate or Bylaws, agreementsthat materially and adversely affects its business, understandingsas now conducted, instruments, contracts and proposed transactions involving the same person its properties 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 subsectionsits financial condition.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Eccs Inc), Series a Convertible Preferred Stock Purchase Agreement (Eccs Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof, in addition to employment agreements.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, by the Company in excess of what is in the “budget” for going publicof, $100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or adversely affecting the development, manufacture or distribution conduct of the Company’s products business or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsoperations.
(c) The Since March 1, 2009 the Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or its Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company and each of its Subsidiaries have no outstanding loans to its officers or directors.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sylios Corp), Securities Purchase Agreement (Adventure Energy, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company Investors’ Rights Agreement, and its employees with respect to the sale of the Company’s outstanding Common StockFirst Refusal Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is of, $50,000 not entered into in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off the shelf” or other standard productsCompany’s software and products in the ordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement, Series C Preferred Stock Purchase Agreement (Motive Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $75,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company it (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries' products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since June 30, 2005 (the "Balance Sheet Date") neither it nor any of its Subsidiaries has: (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) The Parent maintains disclosure controls and procedures ("Disclosure Controls") designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting ("Financial Reporting Controls") designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management's general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent's assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent's management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 2 contracts
Samples: Security Agreement (American Technologies Group Inc), Security Agreement (American Technologies Group Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby or disclosed in the SEC Documents or in the Borrower Disclosure Schedule, and agreements between the Company Borrower and its employees with respect to the sale of the Company’s outstanding Borrower's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company Borrower and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no written, and to the best of the Borrower's knowledge no other, agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Borrower is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Borrower in excess of what is $100,000 (other than obligations of, or payments to, the Borrower arising from agreements entered into in the “budget” for going publicordinary course of business), or (ii) the license or transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Borrower (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Borrower's products or services services, or (iv) indemnification by the Company Borrower with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company Except as disclosed in the SEC Documents, the Borrower has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred with respect to dividend obligations, distributions, indebtedness and other obligations as disclosed in the ordinary course of businessFinancial Statements) individually in excess of what is contemplated $500,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $500,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Borrower has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) All material debt instruments, joint venture and corporate partnering agreements and all other material agreements of the Borrower are set forth in the Borrower Disclosure Schedule or the SEC Documents. The Borrower is in compliance with all of the agreements listed in the Borrower Disclosure Schedule, in all material respects.
Appears in 2 contracts
Samples: Convertible Loan Agreement (Vitech America Inc), Convertible Loan Agreement (Gateway Co Inc)
Agreements; Action. (ai) Except for (A) standard employee benefits generally made available to all employees, (B) standard director and officer indemnification agreements approved by the Board of Directors, (C) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock or restricted stock units with respect to the Company’s Common Stock, in each instance, approved pursuant to written consent or in the written minutes of the Board of Directors, (D) proprietary information and inventions agreements and (E) agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Documents, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(bii) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (iA) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $1,000,000, or (iiB) the transfer or any material license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by (1) the nonexclusive license of the Company’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements or (2) the nonexclusive license to the Company of standard, generally commercially available, “off the off-the-shelf” third party products that are not and will not to any extent be part of any product, service or other standard productsintellectual property offering of the Company), or (iiiC) provisions materially restricting the business of the Company or the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(ciii) The Company has not (iA) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (iiB) other than as contemplated by the Notes, incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $1,000,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $1,000,000, in excess of $1,500,000 in the aggregate, (iiiC) made any loans or advances to any person, other than ordinary advances for travel expenses, or (ivD) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(div) For the purposes of subsections (bii) and (ciii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(v) There are no agreements, understandings or proposed transactions to which the Company is a party that will terminate or provide a right of the Company or another party thereto to terminate (either with or without the passage of time or the giving of notice, or both) as a result of the transactions hereby contemplated. All agreements, understandings or proposed transactions to which the Company is a party will continue to be valid, binding, in full force and effect and enforceable against the Company (and to the Company’s knowledge, to each other party thereto) in accordance with their respective terms immediately following the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (DoorDash Inc), Convertible Note Purchase Agreement (DoorDash Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and hereby, agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockStock under the Stock Incentive Plans, and except as set forth in the Schedule of Exceptions, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no The Schedule of Exceptions sets forth a list of all material agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees commitments of any nature (whether written or oral) to which the Company is a party or to its knowledge by which it is bound which may involve bound, including without limitation (i) any agreement which requires future obligations (contingent or otherwise) of, or payments to, expenditures by the Company in excess of what is in the “budget” for going public$100,000, or (ii) the transfer or license of any patent, trademark, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), or (iii) any employment or consulting agreement in excess of $100,000, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase or similar plan or arrangement, (iv) any distributor, sales representative or similar agreement, (v) any agreement with any current or former stockholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (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 otherwise requiring payments to, any such person or entity, (vi) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (ivvii) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business), (viii) provisions restricting the development, manufacture or distribution of the Company’s products or services, (ix) any agreement relating to indebtedness for borrowed money, (x) any agreement for the disposition of a material portion of the Company’s assets (other than in the ordinary course of business) and (xi) any agreement for the acquisition of the business or shares of another party. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(c) The Except as set forth in the Schedule of Exceptions, the Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, stock or (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections subsection (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(e) All of the contracts, agreements and instruments to which the Company is a party are valid, binding and enforceable in accordance with their respective terms, except for those contracts, agreements and instruments the lack of validity, binding effect or enforceability of which would not have a Material Adverse Effect. The Company has performed all obligations required to be performed by it and is not in default under, or in breach of, nor in receipt of any claim of default or breach under any contract, agreement or instrument, except for such breaches or defaults, which either individually or in the aggregate, would not have a Material Adverse Effect, and the Company does not have any present expectation or intention of not fully performing all such obligations. To the Company’s knowledge, no event has occurred which with the passage of time or the giving of notice or both would reasonably be expected to result in a default, breach or event of noncompliance by the Company under any contract, agreement or instrument. The Company has no knowledge of any breach or anticipated breach by the other parties to any contract, agreement or instrument.
(f) To the extent Purchaser has so requested in writing, it has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements that are referred to on the Schedule of Exceptions pursuant to this Section 3.8, together with all amendments, waivers or other changes thereto.
(g) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Certificate of Incorporation or By-laws that, to its knowledge, adversely affects in any material respect, its business as currently conducted or as proposed to be conducted, or its properties or its financial condition.
(h) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or entity regarding the consolidation or merger of the Company with or into any such corporation or entity or the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent of the voting power of the Company would be disposed of, or (ii) regarding any other form of acquisition, liquidation, dissolution or winding up to the Company.
Appears in 2 contracts
Samples: License Agreement (Ironwood Pharmaceuticals Inc), License Agreement (Ironwood Pharmaceuticals Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in inventoryin the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby The SEC Reports list all material agreements, understandings, instruments and agreements between contracts, whether written or oral, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its assets and its employees with respect properties are bound that are required to be so disclosed.
(b) Except as set forth in the sale of SEC Reports or the Company’s outstanding Common StockDisclosure Schedule, there are no agreements, understandings, understandings or proposed transactions between the Company or any of its subsidiaries and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(bc) There Except as set forth in the SEC Reports, this Agreement or as described in the Disclosure Schedule, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company or any of its subsidiaries in excess of what is in the “budget” for going public$25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (or any of its subsidiaries, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's or any of its subsidiaries' products or services, (iv) a warranty with respect to its services rendered or its products sold or leased other than in the ordinary course of business, or (ivv) indemnification by the Company or any of its subsidiaries with respect to infringements of proprietary rights.
(cd) The Except as set forth in the SEC Reports, neither the Company nor any of its subsidiaries has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any material indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public liabilities, (iii) made any material loans or advances to any person, other than ordinary advances for travel expensesexpenses and other customary employment-related advances made in the ordinary course of business, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(de) For the purposes of subsections (bc) and (cd) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) All of the contracts, agreements and instruments set forth on the Disclosure Schedule pursuant to this Section 2.13 are valid, binding and enforceable in accordance with their respective terms and there has been no material change to or amendment to a material contract by which the Company or any of its subsidiaries or any of their respective assets or properties is bound or subject. Each of the Company and its subsidiaries has performed all material obligations required to be performed by it and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument and neither the Company nor any of its subsidiaries have any present expectation or intention of not fully performing all such obligations. No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or any of its subsidiaries under any contract, agreement or instrument. None of the Company nor any of its subsidiaries have knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment.
(g) Neither the Company nor any of its subsidiaries is a party to or is bound by any contract, agreement or instrument, that materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp), Series C Preferred Stock Purchase Agreement (Usdata Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby including proprietary agreements and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, and agreements between the Company and the Holders with respect to their investment, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase or sale of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities except as set forth in the Schedule of Exceptions (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series B Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may individually involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $75,000, or (ii) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (other than licenses by the license to the Company of “off commercially available software in the shelf” or other standard productsordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $75,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $75,000, in excess of $150,000 in the aggregate that remains outstanding, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesexpenses or in connection with the exercise of employee stock options, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business as now conducted or as currently proposed to be conducted, its properties or its financial condition.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Driveway Corp), Stock Purchase Agreement (Driveway Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $75,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Genomica Corp /De/), Series B Preferred Stock Purchase Agreement (Genomica Corp /De/)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreements, understandings, understandings or proposed transactions between the Company and or among any Group Company, any of its officers, directorsshareholders, employees, affiliates, directors or any affiliate thereofFounder Company or other 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 to its knowledge by which it or any its assets is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Group Company in excess of what is in the “budget” for going public$25,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)any Group Company, or (iii) provisions restricting or affecting the development, manufacture or distribution of the any Group Company’s products or services 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) accrueddeclared, declared set aside or paid any dividendsdividends or other distribution of the Group Company’s assets in respect of any of the Group Company’s capital stock, or authorized directly or made indirectly redeemed, purchased or otherwise acquired any distribution upon or with respect to any class or series such stock of its capital stockthe Group Company, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $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.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities 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
Samples: Stock Purchase Agreement, Stock Purchase Agreement (JE Castings Investments LTD)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby hereby, by the Investors' Rights Amendment and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockInvestors Rights Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights$50,000.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 (other than except for trade payables credit incurred in the ordinary course of business) or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of what is contemplated $50,000 in the “budget” aggregate (except for going public trade credit incurred in the ordinary course of business), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company,
Appears in 2 contracts
Samples: Series F Preferred Stock Purchase Agreement (Signal Pharmaceuticals Inc), Series F Preferred Stock Purchase Agreement (Signal Pharmaceuticals Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAgreements, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employeesmembers of their immediate families, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs writs, or decrees to which the Company is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)Company, or (iii) provisions restricting the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of sell its products to any other person or affect the Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services services, or (iv) indemnification by the Company with respect to infringements infringement of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 nor, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws that, to its knowledge, adversely affects its business as now conducted and as proposed to be conducted in the future, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or Series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Series B Preferred Stock and Convertible Note Purchase Agreement (Pets Com Inc), Series C Preferred Stock Purchase Agreement (Pets Com Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby including proprietary agreements and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, and agreements between the Company and the Investors with respect to their investment, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase or sale of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities except as set forth in the Schedule of Exceptions (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any material amount of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Except as set forth in the Schedule of Exceptions, the Company has not engaged in the past three (3) months in any material discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or Series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Series D Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series D Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Agreements; Action. (a) Except for the agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, or $25,000, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from of the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsany other material obligation.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or in excess of $100,000 in the “budget” for going public aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, other than 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
Samples: Master Agreement, Master Agreement (Metabasis Therapeutics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby the Agreements and agreements between the Company and its employees with respect to the sale sales of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company or its Subsidiary and any of its their respective officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or its Subsidiary is a party or to its knowledge by which it either is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, by the Company or its Subsidiary in excess of what is of, $25,000 other than in the “budget” for going publicordinary course of the Company’s or its Subsidiary’s business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)its Subsidiary, or (iii) provisions restricting the granting of any rights affecting the development, manufacture manufacture, licensing, marketing, sale or distribution of the Company’s or its Subsidiary’s products or services or (iv) indemnification by the Company or its Subsidiary with respect to infringements of proprietary rights.
(c) The Neither the Company nor its Subsidiary has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stockstock or other equity interests, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) Neither the Company nor its Subsidiary has entered into any letter of intent, memorandum of understanding or other similar document in the past three months (i) with any representative of any corporation or corporations regarding the merger of the Company or its Subsidiary with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or its Subsidiary or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company or its Subsidiary would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company or its Subsidiary. For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has or its Subsidiary have reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding shares of Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound that are executory which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $150,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Entity (including persons or entities Entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any Entity regarding the consolidation or merger of the Company with or into any such Entity, (ii) with any Entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company to such Entity or individual, or a transaction or series of related transactions with such Entity or individual in which more than fifty percent (50%) of the voting power of the Company is disposed of, other than the sale of the Shares, or (iii) regarding any liquidation, dissolution or winding up of the Company.
(f) The Company is not a party to any other agreement, instrument, commitment, plan or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to a registration statement on Form S-1, if the Company were registering securities under the Securities Act.
(g) All of the contracts, agreements and instruments set forth on the Schedule of Exceptions pursuant to this Section 3.8 are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it and is not in default under nor in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument that would have a Material Adverse Effect. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any contract, agreement or instrument that is likely to have a Material Adverse Effect. The Company has not received written notice of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment.
Appears in 2 contracts
Samples: Respiratory Diseases Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Agreements; Action. Except as set forth on Schedule 12(f) or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $50,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company it (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries' products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cb) The Company has not Since December 31, 2004 (the "Balance Sheet Date") neither it nor any of its Subsidiaries has: (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business.
(dc) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(d) the Parent maintains disclosure controls and procedures ("Disclosure Controls") designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(e) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting ("Financial Reporting Controls") designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: i transactions are executed in accordance with management's general or specific authorization; ii unauthorized acquisition, use, or disposition of the Parent's assets that could have a material effect on the financial statements are prevented or timely detected; iii transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent's management and board of directors; v the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(f) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 2 contracts
Samples: Security Agreement (RG America, Inc.), Security Agreement (RG America, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by positions on the Company with respect to infringements Scientific Advisory Board or any other consultancies, except as set forth in the Schedule of proprietary rightsExceptions.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Amended and Restated Articles of Incorporation or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Signal Pharmaceuticals Inc), Stock Purchase Agreement (Signal Pharmaceuticals Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, shareholders or employees, affiliates, or any "affiliate" or "associate" of such (as such terms are defined in the rules and regulations promulgated under the Securities Act affiliates or any affiliate thereof.)
(b) There are no material agreements, understandings or proposed transactions between the Company, it affiliates, or to the Company's knowledge, any directors or any affiliate thereof and any company or other entity doing business with the Company or is in the same or similar business of the Company.
(c) There are no agreements (other than partnership contracts), understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard productsproducts or in connection with agreements entered into in the ordinary course of business), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services (other than provisions contained within agreements entered into in the ordinary course of business), or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(cd) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 or in excess of $125,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, (v) acquired the business or shares of another party, or (vi) entered into any distributor, sales representative or similar agreements.
(de) For the purposes of subsections (bc) and (cd) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.
Appears in 2 contracts
Samples: Series D 2 Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 1 Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since December 31, 2002, the Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Axesstel Inc), Securities Purchase Agreement (Electric City Corp)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby hereby, by the Investor Rights Agreement, by the Series B Voting Agreement, by the Series C Voting Agreement and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockSeries D Voting Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)Company, or (iii) provisions restricting or adversely affecting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Neither the Company nor any of its subsidiaries has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $5,000, in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Neither the Company nor any of its subsidiaries is a party to or is bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or Bylaws that adversely affects its business as now conducted, its properties or its financial condition.
(f) The Company has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $75,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, other than the sale of the Shares, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.
(f) The Company is not a party to any other agreement, instrument, commitment, plan or arrangement, a copy of which would be required to be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to a registration statement on Form S-1 if the Company were registering securities under the Securities Act of 1933, as amended (the “Securities Act”).
(g) All of the contracts, agreements and instruments set forth on the Schedule of Exceptions pursuant to this Section 3.8 are valid, binding and enforceable in accordance with their respective terms. The Company has performed all material obligations required to be performed by it and is not in default under nor in breach of nor in receipt of any claim of default or breach under any contract, agreement or instrument that would have a Material Adverse Effect. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any contract, agreement or instrument that is likely to have a Material Adverse Effect. The Company has not received written notice of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment.
Appears in 2 contracts
Samples: Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockStock pursuant to the Plans, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products, each of which agreements are not, individually, material to the Company’s business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Series F Preferred Stock Purchase Agreement (Gen Probe Inc), Series F Preferred Stock Purchase Agreement (Gen Probe Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, shareholders or employees, affiliates, or any "affiliate" or "associate" of such (as such terms are defined in the rules and regulations promulgated under the Securities Act affiliates or any affiliate thereof.
(b) There are no material agreements, understandings or proposed transactions between the Company, it affiliates, or to the Company's knowledge, any directors or any affiliate thereof and any company or other entity doing business with the Company or is in the same or similar business of the Company.
(c) There are no agreements (other than partnership contracts), understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard productsproducts or in connection with agreements entered into in the ordinary course of business), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services (other than provisions contained within agreements entered into in the ordinary course of business), or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(cd) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 or in excess of $125,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, (v) acquired the business or shares of another party, or (vi) entered into any distributor, sales representative or similar agreements.
(de) For the purposes of subsections (bc) and (cd) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.
Appears in 2 contracts
Samples: Series D Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series D 4 Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc)
Agreements; Action. (a) Except as set forth in Schedule 5.14 of the Acquirer Disclosure Schedule and except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockAgreement or hereby, there are no agreements, understandings, understandings or proposed transactions between Acquirer or any of its Subsidiaries, on the Company one hand, and any of its their respective officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There , on the other hand. Except as set forth in Schedule 5.14 of the Acquirer Disclosure Schedule, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Acquirer or any of its Subsidiaries is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments toto Acquirer or any of its Subsidiaries, the Company in excess of what is $50,000, other than obligations of, or payments to, Acquirer or any of its Subsidiaries arising from purchase, sale, license, maintenance or services agreements entered into in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right Proprietary Right to or from the Company (Acquirer or any of its Subsidiaries, other than licenses by arising from the Company purchase of “off the shelf” or other standard products)products or licenses arising in the ordinary course of business, or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services of Acquirer or (iv) indemnification by the Company with respect to infringements any of proprietary rightsits Subsidiaries.
(cb) The Company Except as set forth in Schedule 5.14 of the Acquirer Disclosure Schedule, neither Acquirer nor any of its Subsidiaries has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness individually less than $50,000, in excess of $200,000 in the aggregate, (iii) made any loans or advances to any personPerson, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. Acquirer is not a guarantor or indemnitor of any indebtedness of any other Person, firm or corporation.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions indebtedness involving the same person or entity Person (including persons or entities the Company Persons Acquirer 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
Samples: Stock Acquisition Agreement (Active Network Inc), Stock Acquisition Agreement (Active Network Inc)
Agreements; Action. (a) Except for the agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockcontem- plated hereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of, $100,000, other than liabilities or obligations of what is in the “budget” Company for going publiccompensation under employment agreements, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from of the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting joint venture, partnership or other contract or arrangement involving the developmentsharing of profits or proprietary information or know how (other than nondisclosure agreements), manufacture or distribution of the Company’s products or services or (iv) indemnification by any contract or agreement limiting the Company Company's right to engage in any business activity or compete with respect to infringements of proprietary rightsany person or entity, or (v) any other material agreement.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or in excess of $200,000 in the “budget” aggregate, other than liabilities or obligations of the Company for going public 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.
(d) For The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate of Incorporation or 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 engaged in the purposes past three months in any discussion (i) with any representative of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving any corporation or corporations regarding the same person consolidation or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation or corporations, (ii) shall be aggregated for with any corporation, partnership, association or other 7 business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionsthe Company or a transaction or series of related transactions in which more than 50 percent of the voting power of the Company is disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Debenture Purchase Agreement (Biosite Diagnostics Inc), Debenture Purchase Agreement (Biosite Diagnostics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company investors' Rights Agreement the Shareholders' Agreement and its employees with respect to the sale of the Company’s outstanding Common Stockany-Ancillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company or its Subsidiaries and any of its the Company's officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Neither the Company nor any one of its Subsidiaries is a party to any contract agreement lease, commitment or to its knowledge by which it is bound which may involve proposed transaction, written or oral, absolute or contingent other than (i) future obligations (contingent or otherwise) of, or payments to, contracts for the Company in excess purchase of what is supplies and services that were entered into in the “budget” ordinary course of business and that do not extend for going publicmore than six (6) months beyond the date hereof, or (ii) sales contracts entered into in the transfer or license ordinary course of any patentbusiness, copyright, trade secret or other proprietary right to or from the Company and (other than licenses iii) contracts terminable at will by the Company of “off on no more than thirty (30) days notice without cost or liability to the shelf” Company and that do not involve any employment or other standard products), or (iii) provisions restricting consulting arrangement and are not material to the development, manufacture or distribution conduct of the Company’s products 's business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the acquisition or services disposition of the Company's or (iv) indemnification by its Subsidiaries' technology, shall not be considered to be contracts entered into in the Company with respect to infringements ordinary course of proprietary rightsbusiness.
(c) The Neither the Company nor any of its Subsidiaries has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred payments due for the purchase of supplies and services that are due under agreements entered into in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000 in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed disposed- of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company or any of its Subsidiaries has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract agreement or instrument or subject to any restriction under its Articles of Incorporation or Bylaws that would have a Material Adverse Effect.
(f) The Company has not pursued in the past three (3) months in any substantive discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company in which the Company is not the surviving corporation, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Pemstar Inc), Series a Preferred Stock Purchase Agreement (Pemstar Inc)
Agreements; Action. (aExcept as set forth on Schedule 12(f) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and as disclosed in any of its officers, directors, employees, affiliates, or any affiliate thereof.Exchange Act Filings:
(bi) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company it or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company it or any of its Subsidiaries in excess of what is $100,000 (other than obligations of, or payments to, it or any of its Subsidiaries arising from purchase or sale agreements entered into in the “budget” for going public, ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company it (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s its or any of its Subsidiaries’ products or services services; or (iv) indemnification by the Company it or any of its Subsidiaries with respect to infringements of proprietary rights.
(cii) The Company has not Since June 30, 2006 (the “Balance Sheet Date”) neither it nor any of its Subsidiaries has: (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital common stock, ; (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personPerson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory Inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) aboveof this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons Persons it or entities the Company any of its applicable Subsidiaries has reason to believe are affiliated therewiththerewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(iv) the Parent maintains disclosure controls and procedures (“Disclosure Controls”) designed to ensure that information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the SEC.
(v) The Parent makes and keeps books, records, and accounts, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under the supervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that:
(1) transactions are executed in accordance with management’s general or specific authorization;
(2) unauthorized acquisition, use, or disposition of the Parent’s assets that could have a material effect on the financial statements are prevented or timely detected;
(3) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of the Parent’s management and board of directors;
(4) transactions are recorded as necessary to maintain accountability for assets; and
(5) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(vi) There is no weakness in any of its Disclosure Controls or Financial Reporting Controls that is required to be disclosed in any of the Exchange Act Filings, except as so disclosed.
Appears in 2 contracts
Samples: Security Agreement (Spacedev Inc), Security Agreement (Spacedev Inc)
Agreements; Action. Except as set forth on Schedule 4.6:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated individually or in the “budget” for going public aggregate, of $100,000, (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. Neither the Company nor any subsidiary is in default with respect to any indebtedness.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Netguru Inc), Securities Purchase Agreement (Netguru Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockTransaction Documents, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future provisions restricting or affecting the development, manufacture or distribution of the Company's products or services; (ii) obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company $100,000 (other than licenses by obligations of, or payments to, the Company arising from agreements entered into in the ordinary course of “off the shelf” or other standard productsbusiness), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $1,000,000 or in the “budget” for going public aggregate in excess of $5,000,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and subsection (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts indebtedness and proposed transactions liabilities involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionssubsection.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 2 contracts
Samples: Collaboration Agreement (Theravance Inc), Collaboration Agreement (Theravance Inc)
Agreements; Action. (a) Except as disclosed in Section 3.9(a) of the Schedule of Exceptions, and except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to options previously granted under the sale of the Company’s outstanding Common Stock2015 Plan, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, and employees, affiliates, and Affiliates or any affiliate Affiliate thereof. For purposes of this Agreement, an “Affiliate” is any person who, directly or indirectly, controls, is controlled by or is under common control with any other person.
(b) There Except as disclosed in Section 3.9(b) of the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase, sale or non-exclusive license agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business). Section 3.9(b) of the Schedule of Exceptions sets forth a listing of all current consultants to the Company.
(c) The Except as disclosed in Section 3.9(c) of the Schedule of Exceptions, the Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $25,000 EXHIBIT D - 4 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesexpenses or in accordance with the Company’s employee reimbursement policy, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Samples: Note Purchase Agreement (Gemphire Therapeutics Inc.)
Agreements; Action. (a) Except for agreements set forth on the Schedule of Exceptions, or except as explicitly contemplated hereby by this Agreement and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockAncillary Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company Borrower and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Borrower is not party to any agreement with any financial institution which provides for delivery of a DriveOff solution prior to, or on terms more favorable than, the solution proposed to be delivered to Wellx Xxxgo & Co. under the agreements between it and the Company.
(c) Except as expressly contemplated by this Agreement or 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 DrivxXxx.xxx Xxxiness or the Borrower is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company DrivxXxx.xxx Xxxiness or the Borrower in excess of what is in the “budget” for going publicof, ten thousand dollars ($10,000), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by DrivxXxx.xxx Xxxiness or the Company of “off the shelf” or other standard products)Borrower, or (iii) provisions restricting restricting, affecting or providing preferential terms with respect to the development, manufacture or distribution of the Company’s Borrower's products or services (including the DrivxXxx.xxx Xxxiness' products and services), or (iv) indemnification by the Company Parent (as it relates to the DrivxXxx.xxx Xxxiness) or the Borrower with respect to infringements of proprietary rights.
(cd) With respect to the Borrower's obligations thereunder and, to the Borrower's and Parent's knowledge, with respect to the obligations of the other parties thereto, all of the contracts, agreements and instruments set forth or required to be set forth on the attached Schedule of Exceptions are valid, binding and enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and other laws of general application effecting enforcement of creditors' rights generally, rules of law governing specific performance, injunctive relief or other equitable remedies, and limitations of public policy. Each of the Parent (as it relates to the DrivxXxx.xxx Xxxiness) and the Borrower has performed all material obligations required to be performed by it under the contracts, agreements and instruments listed or required to be listed on the attached Schedule of Exceptions and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Parent (as it relates to the DrivxXxx.xxx Xxxiness) or the Borrower under any contract, agreement or instrument listed or required to be listed on the attached Schedule of Exceptions; and neither the Parent nor the Borrower has knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment listed or required to be listed on the attached Schedule of Exceptions.
(e) A true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Schedule of Exceptions have been made available to the Lender's counsel.
(f) The Company Borrower 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. The Borrower (including the DrivxXxx.xxx Xxxiness) has not (i) except as set forth on the Schedule of Exceptions, (ii) incurred or guaranteed been transferred by Parent any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated five thousand dollars ($5,000) in the “budget” for going public aggregate, (iiiii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dg) 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 The Borrower (including persons the DrivxXxx.xxx Xxxiness) is not a party to and is not bound by any contract, agreement or entities instrument, or subject to any restriction under its Certificate or Bylaws, that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition (including exclusive licensing, services or distribution agreements and non-compete agreements).
(h) The Borrower has no current plans to (i) consolidate with or merge into any other corporation, (ii) sell, convey or dispose of all or substantially all of the Company has reason to believe are affiliated therewithassets of the Borrower or engage in a series of related transactions in which more than fifty percent (50%) shall of the voting power of the Borrower would be aggregated for disposed of with any corporation, partnership, association or other business entity or individual, or (iii) engage in any other form of acquisition, liquidation, dissolution or winding up the purpose Borrower (other than the acquisition of meeting the individual minimum dollar amounts of such subsectionsDrivxXxx.xxx Xxxiness).
Appears in 1 contract
Samples: Credit Agreement (Navidec Inc)
Agreements; Action. Except as set forth on the Disclosure ------------------ Schedules:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof, other than the agreements explicitly contemplated hereby.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to the Company, in excess of $50,000, other than obligations of, or payments to, the Company in excess of what is arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (Company, other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Since the date of the most recent audited balance sheet provided to the Investors by the Company, the Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public $50,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or guaranteed the obligations of any person, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) There are no other agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that are material to the conduct of the Company's business.
(e) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and the agreements between the Company and its employees with respect to the sale of Company's Ordinary Shares under Company's stock option plans and standard non-compete and proprietary information agreements, and except for those agreements or understandings described in the Company’s outstanding Common Stock's Form 20-F for the fiscal year ended December 31, 1997, filed with the SEC, there are no agreements, understandingswritten, or proposed transactions to Formula's Knowledge, oral agreements or understandings between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.thereof of the kind required to be disclosed in Company's annual filings made with the SEC;
(b) There are no written, or to Formula's Knowledge, oral agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may could reasonably be expected to involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess (other than payments of what is or to the Company arising from purchase, sale or license agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than in connection with licenses of Company products granted by the Company in the ordinary course of “off the shelf” or other standard products)business, or (iii) provisions materially restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (rights other than trade payables incurred in connection with licenses of Company products granted by the Company in the ordinary course of business; and
(c) individually in excess of what is contemplated Other than with Purchaser, the Company has not engaged in the “budget” for going public past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) made regarding any loans other form of acquisition, liquidation, dissolution or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed winding up of any of its assets or rights, other than the sale of its inventory in the ordinary course of businessCompany.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for the Registration Rights Agreement or other contracts or agreements explicitly referred to or contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockherein or therein, there are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Since the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments toStatement Date, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (b) and (c) abovethis subsection, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(c) Other than as described in the Schedule of Exceptions, the Company is not under any binding obligation to any third party (other than obligations to keep information or discussions confidential) as a result of any discussion or negotiation undertaken in the past twelve months relating to (i) the consolidation or merger of the Company with or into any such corporation or corporations, (ii) the sale, conveyance, or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or (iii) any other form of acquisition, liquidation, dissolution, or winding up, of the Company.
Appears in 1 contract
Samples: Purchase Agreement (Bioject Medical Technologies Inc)
Agreements; Action. Except as as disclosed in any Exchange Act Filings:
(a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve involve: (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going public, ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), ; or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since December 31, 2003, the Company has not not: (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of businessobligations) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any personperson not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Samples: Securities Purchase Agreement (RPM Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except for agreements explicitly contemplated by the Agreements, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may involve that (i) future involve obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going publicof, or $50,000, (ii) involve the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)Company, or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or are not terminable upon thirty (iv30) indemnification by the Company with respect to infringements of proprietary rightsdays notice.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or in excess of $100,000 in the “budget” for going public aggregate, (iii) assumed or guaranteed any indebtedness with respect to which the Company may become directly or indirectly liable, (iv) made any loans or advances to any person, other than ordinary advances for travel expenses, or (ivv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws,
(e) The Company has not engaged in the purposes past three (3) months in any discussion (i) with any representative of subsections (b) and (c) aboveany corporation, all indebtednesspartnership, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving association or other business entity or any individual regarding the same person or entity (including persons or entities merger of the Company has reason to believe are affiliated therewithwith or into any such corporation, partnership, association or other business entity or any individual, (ii) shall be aggregated for with any corporation, partnership, association or other business entity or any individual regarding the purpose sale, conveyance or disposition of meeting all or substantially all of the individual minimum dollar amounts assets of such subsectionsthe Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Samples: Series E Preferred Stock Agreement (Simplex Solutions Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, Related Agreements there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contractscontracts or proposed transactions to which the Company is a party or by which it is bound, proposed transactions, nor to its knowledge any judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which bound, that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$250,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by entered into in the ordinary course of business involving payments to the Company of “off the shelf” or other standard productsnot exceeding $250,000), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or license agreements entered into in the ordinary course of business), (iv) provisions restricting or affecting development, manufacture, or distribution of the Company’s products or services or proposed products or services or (v) any other material agreement.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $250,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $250,000, in excess of $500,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument that materially adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company has not engaged in the past three months in any discussion (i) with any representative of any corporation or corporations whereby the Company has agreed to or plans to consolidate or merge the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual whereby the Company has agreed to or plans to sell, convey or dispose of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is to be disposed of, other than as contemplated by this Agreement, or (iii) whereby the Company has agreed to or plans to engage in or pursue any other form of liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby and agreements between by the Company Investors’ Rights Agreement, and its employees with respect to that certain Amended and Restated Right of First Refusal Agreement, by and among Company, the sale Investors (as defined therein) and the Founders (as defined therein), dated as of November 2, 2001 (the Company’s outstanding Common Stock“First Refusal Agreement”), there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(bii) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (iA) future obligations (contingent or otherwise) of, or payments to, the to Company in excess of what is of, $50,000 not entered into in the “budget” for going publicordinary course of business, or (iiB) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off software and products in the shelf” or other standard productsordinary course of business), or (iiiC) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(ciii) The Company has not (iA) accruedexcept as set forth on Schedule II, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series Series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iiiB) made any loans or advances to any person, other than ordinary advances for travel expensesexpenses and commissions, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(div) For the purposes of subsections (bii) and (ciii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(v) Company is not engaged in any discussion (A) with any representative of any corporation or corporations regarding the consolidation or merger of Company with or into any such corporation or corporations, (B) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of Company or a transaction or Series of related transactions in which more than fifty percent (50%) of the voting power of Company is disposed of, or (C) regarding any other form of acquisition, liquidation, dissolution or winding up of Company.
Appears in 1 contract
Samples: Unit Purchase Agreement (Motive Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common StockStock pursuant to the Plan, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of indemnifications by the Company’s products or services or (iv) indemnification by the Company , including with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Eci Telecom LTD/)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby hereby, the Related Agreements, and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockRestructuring Agreements, there are no agreements, understandings, agreements or proposed transactions understandings between the Company and any of its executive officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contractsor contracts (other than the Restructuring Agreements and the licenses, proposed transactionsoptions, or other agreements relating to the Company's Intellectual Property which are listed on Section 2.9(a) of the Schedule of Exceptions), nor any judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve bound, (i) future that may involve obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $250,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) contain provisions restricting which materially restrict the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public $250,000 individually, (iii) made any loans or advances to any person, other than ordinary advances for travel or other business expenses, or (iv) sold, licensed (other than pursuant to the licenses which are listed on Section 2.9(a) of the Disclosure Schedule), exchanged or otherwise disposed of any of its assets or rights, other than rights which are material to the sale conduct of its inventory in the ordinary course of businessCompany's business as now conducted or the Proposed Business.
(d) The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person.
(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
Samples: Series B Preferred Stock Purchase Agreement (Zymogenetics Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no All agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.thereof is set forth in the attached Exhibit E.
(b) There are no All agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $20,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.rights (other than indemnification obligations arising from purchase or sale or license agreements entered into in the ordinary course of business) are set forth in the attached Exhibit F.
(c) The Company has not (i) accrued, declared or paid any cash dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness and other than as disclosed in the Financial Statements) individually in excess of what is contemplated $10,000 individually or in excess of $20,000 in the “budget” for going public aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Branded Media CORP)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby by the Transaction Agreements and except for salary, bonus and benefits paid to or share option or share purchase agreements between the Company and its with officers or employees with respect to the sale of the Company’s outstanding Common Stock, there are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directorsshareholders, employees, directors or affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in $500,000 or that extend for more than one year beyond the “budget” for going publicdate of this Agreement, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or its business as presently conducted or as proposed to be conducted (other than licenses by granted in connection with the Company sale of the Company’s products and services in the ordinary course of business and other than licenses for commercially and readily available “off the shelf” or other standard productscomputer software), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from sale or licensing agreements entered into in the ordinary course of business), or (v) agreements not to compete with any person or entity or not to engage in any particular line of business.
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stockshare capital, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $500,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $500,000, in excess of $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 material assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles that materially and adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 1 contract
Samples: Series B Preference Share and Warrant Purchase Agreement (CloudMinds Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockemployee stock options, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$50,000, or (ii) ongoing commitments or obligations of the transfer Company that cannot be terminated in 90 or fewer days, (iii) the license of any patent, copyright, trade secret or other proprietary right Intellectual Property Rights to or from the Company Company, (other than licenses by the Company of “off the shelf” or other standard products), or (iiiiv) provisions restricting the development, manufacture or distribution of the Company’s 's products or services or (ivv) indemnification by the Company with respect to infringements of proprietary rightsIntellectual Property Rights. No default exists by the Company, or to the best knowledge of the Company and the Parent , by any other party, under any contract or agreement to which the Company is a party that would have a material adverse effect on the Company.
(c) The Other than certain discussions between the Company and the Investor, the Company has not engaged in the past three (3) months in any discussion (i) accrued, declared with any representative of any corporation or paid corporations regarding the consolidation or merger of the Company with or into any dividends, such corporation or authorized or made any distribution upon or with respect to any class or series of its capital stockcorporations, (ii) incurred with any corporation, partnership, association or guaranteed any indebtedness for money borrowed other business entity or any other liabilities (other 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 trade payables incurred in 50% of the ordinary course voting power of business) individually in excess of what the Company is contemplated in the “budget” for going public disposed of, or (iii) made regarding any loans other form of acquisition, liquidation, dissolution or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed winding up of any of its assets or rights, other than the sale of its inventory in the ordinary course of businessCompany.
(d) For the purposes The Company is not a party to and is not bound by any contract, agreement, instrument, decree or administrative order, or subject to any restriction under its Articles of subsections (b) Incorporation or Bylaws, which materially and (c) aboveadversely affects its business as now conducted or as proposed to be conducted, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person its properties 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 subsectionsits financial condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maxwell Technologies Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockStock pursuant to the Plan, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of indemnifications by the Company’s products or services or (iv) indemnification by the Company , including with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Veraz Networks, Inc.)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding 's Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by entered into in the Company ordinary course of “the Company's business a standard form of which have been made available to Purchaser or Purchaser's counsel or arising from the purchase of "off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s 's products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to redemption of Common Stock referred to in the Schedule of Exceptions and indebtedness incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated in the “budget” for going public $100,000, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, 5 exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for aggregated.
e) Except as set forth in Section 3.6(e) of the purpose Schedule of meeting Exceptions, the individual minimum dollar amounts Company is not aware of such subsectionsany material agreements to which it is a party or by which its assets are bound. For purposes of this Section 3.6(e), "material" shall mean agreements that involve revenues payable to the Company in excess of $200,000, or obligations payable by the Company in excess of $100,000.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vobis Microcomputer Ag)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between as set forth in the Company and its employees with respect to the sale of the Company’s outstanding Common StockCredito Disclosure Letter, there are no agreements, understandings, understandings or proposed transactions between the Company Credito and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Except as set forth in the Credito Disclosure Letter, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Credito is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Credito in excess of what is in the “budget” for going public$20,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Credito (other than licenses by the Company license of “off Credito's software and products in the shelf” or other standard productsordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Credito's products or services services, or (iv) indemnification by the Company Credito with respect to infringements of proprietary rights.
(c) The Company Credito has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $20,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $20,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.for
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Credito has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Credito is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or Bylaws, that adversely affects its business as now conducted or proposed to be conducted immediately following the Closing, or its properties or its financial condition.
Appears in 1 contract
Samples: Merger Agreement (Quepasa Com Inc)
Agreements; Action. (a) Except for as set forth in the SEC Reports and the agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockdescribed herein, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, by the Company in excess of what is in the “budget” for going publicof, $100,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting or adversely affecting the development, manufacture or distribution conduct of the Company’s products business or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsoperations.
(c) The Since September 30, 2003 the Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or its Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Access Technologies Inc)
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby the Offering Documents and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockExisting Indebtedness, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve involve: (iA) future obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries outside of what is in the “budget” for going public, or ordinary course; (iiB) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries; (other than licenses by C) the Company grant of “off rights to license, market or sell products; (D) the shelf” or other standard products), grant of any Lien in the material assets of the business; or (iiiE) provisions restricting or affecting the development, manufacture ability to transfer or move, or distribution of the Company’s Company or its Subsidiaries’ products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(cii) The Since the date of the Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Public Disclosure Documents, the Company or its Subsidiaries has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (iiA) incurred or guaranteed any indebtedness for money borrowed that has not been repaid and released or any other liabilities (other than trade payables incurred individually or in the ordinary course of business) individually aggregate in excess of what is contemplated in the “budget” for going public U.S.$10,000,000, (iiiB) made any loans or advances to any person, other than in the ordinary advances for travel expensescourse of business, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, rights other than the sale of its inventory in the ordinary course of business.;
(diii) For the purposes of subsections (bi) and (cii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. Other than as disclosed in the Public Disclosure Documents, the Company is not a guarantor of any other person, entity or business.
Appears in 1 contract
Samples: Underwriting Agreement
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company Amended and its employees with respect to Restated Investors’ Rights Agreement, and the sale of the Company’s outstanding Common StockAmended and Restated First Refusal Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is of, $10,000 not entered into in the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company license of “off the shelf” or other standard productsCompany’s software and products in the ordinary course of business), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Company has not (i) accrued, declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $10,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past six (6) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockas set forth on Schedule 3.7 hereto, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There Except as set forth on Schedule 3.7 hereto, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or or, to its the knowledge of the Company by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $200,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services services, (iv) obligations extending beyond one (1) year, or (ivv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c) The Except as set forth on Schedule 3.7 hereto, the Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Except as set forth on Schedule 3.7 hereto, the Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company Shareholder Rights Agreement, the Voting Agreement and its employees with respect to the sale of the Company’s outstanding Common StockCo-Sale Agreement, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $5,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $5,000, in excess of $10,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties, or its financial condition.
(f) The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company in a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (MMC Networks Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no oral or written agreements, understandings, instruments, contracts, proposed transactionstransactions (for which term sheets have been issued), judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve relate to (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $25,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements (including subscription arrangements) entered into in the “budget” for going publicordinary course of business), or (ii) the transfer provisions materially adversely affecting or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture presentation or distribution delivery of the Company’s products or services services, including all agreements relating to the receipt or provision of substantive content or other information by the Company, or (iviii) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Since the Statement Date, the Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to accounts payable and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated $25,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses and similar reimbursable business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale rights having a fair market value in excess of its inventory in the ordinary course of business$25,000.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities that, to the Company has reason to believe Company’s Knowledge are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Samples: Share Purchase Agreement (Power 3 Medical Products Inc)
Agreements; Action. (a1) Except for There are no agreements, understandings or proposed transactions between FCI, FII or the Subsidiaries and any of their respective officers, directors or any affiliate thereof other than agreements explicitly contemplated hereby and agreements between the Company FCI and its employees with respect to employment or the sale of the Company’s outstanding FCI's Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b2) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company FCI, FII or any Subsidiary is a party or to its FCI's knowledge by which it is they are bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company FCI in excess of what is in the “budget” for going public, $100,000 or (ii) the transfer or license of any telecommunications frequency or spectrum, patent, copyright, trade secret or other proprietary right to or from the Company FCI (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company FCI, FII or any Subsidiary with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(c3) The Company None of FCI, FII nor the Subsidiaries has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its their capital stock, (ii) since the Statement Date incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expensesexpenses or bona fide loans to wholly-owned subsidiaries, 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.
(d4) For the purposes of subsections (b2) and (c3) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company FCI has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(5) None of FCI, FII nor any Subsidiary has engaged in the past twelve (12) months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of FCI, FII or any Subsidiary 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 FCI, FII or any Subsidiary, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of FCI, FII or any Subsidiary is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of FCI, FII or any Subsidiary.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockRelated Agreements, there are no agreements, understandings, understandings or proposed transactions between the Company Parent and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Parent is a party or to its knowledge by which it Parent is bound or which are currently being negotiated by Parent (with items in negotiation clearly indicated in Section 3.13(b) of Parent Disclosure Letter) that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company to Parent in excess of what is in the “budget” for going publicof, or $20,000, (ii) a partnership or joint venture; (iii) restrictions on Parent from conducting any type of business; (iv) the transfer employment of any individual on a full-time, part-time, consulting or other basis or providing severance benefits; (v) profit or revenue sharing arrangement; (vi) any license of any patentPatent, copyrightCopyright, trade secret Trade Secret or other proprietary right to or from the Company Parent (other than licenses by (A) the Company license of Parent’s software and products in object code form in the ordinary course of business pursuant to standard end-user agreements the form of which has been provided to counsel for Target or (B) the license to Parent of standard, generally commercially available, “off the off-the-shelf” third party products that are not and will not to any extent be part of any product, service or other standard products)intellectual property offering of Parent) or, or (iiivii) provisions materially restricting the development, manufacture or distribution of the CompanyParent’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Company Parent 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 stockequity interests, (ii) incurred created, incurred, assumed or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $20,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $20,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any personPerson, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale or non-exclusive license of its inventory products and services in the ordinary course of business.
(d) For Except as set forth on Section 3.13(d) of the purposes Parent Disclosure Letter, Parent has not entered into any letter of subsections intent, memorandum of understanding or other similar document (bi) and with any representative of any corporation, corporations or other Person or Person regarding the merger of Parent with or into any such corporation, corporations or other Person or Persons (cii) abovewith any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all indebtednessor substantially all of the assets of Parent or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Parent would be disposed of, liabilitiesor (iii) regarding any other form of liquidation, agreements, understandings, instruments, contracts and proposed transactions involving the same person dissolution or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose winding up of meeting the individual minimum dollar amounts of such subsectionsParent.
Appears in 1 contract
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to Offering Documents, the sale Existing Indebtedness, the Existing Liens or in the ordinary course of the Company’s outstanding Common Stockbusiness, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve involve: (iA) future obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries and Partnerships outside of what is in the “budget” for going public, or ordinary course; (iiB) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries and Partnerships; (other than licenses by C) the Company grant of “off rights to license, market or sell products; (D) the shelf” or other standard products), grant of any Lien on the material assets of the business; or (iiiE) provisions restricting or affecting the development, manufacture ability to transfer or move, or distribution of the Company’s Company or its Subsidiaries’ and Partnerships’ products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(cii) The Since the date of the Company Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Public Disclosure Documents, the Company or its Subsidiaries and Partnerships has not (iA) accruedexcluding ordinary course leases, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed that has not been repaid and released or any other liabilities (other than trade payables incurred individually or in the ordinary course of business) individually aggregate in excess of what is contemplated in the “budget” for going public $5,000,000, (iiiB) made any loans or advances to any person, other than in the ordinary advances for travel expensescourse of business, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, rights other than the sale of its inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. Other than as disclosed in the Public Disclosure Documents, the Company is not a guarantor of any other person, entity or business.
Appears in 1 contract
Agreements; Action. (a) Except as listed on Exhibit B hereto and except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, or proposed transactions between the Company Holdings or any Subsidiary and any of its their respective officers, directors, employeesaffiliates (as defined in the Securities Act of 1933, affiliatesas amended), or any affiliate thereof.
(b) There Except as listed on Exhibit B hereto, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company Holdings or any Subsidiary is a party or to its knowledge by which it is bound which may involve (i) future involve obligations (contingent or otherwise) of, or payments to, the Company to Holdings or any Subsidiary in excess of what is in the “budget” for going publicof, or $100,000 annually, (ii) are material to the transfer conduct and operations of Holdings' or any Subsidiary's business or properties, including, without limitation, the license of any patent, copyright, trade secret secret, or other proprietary right rights to or from Holdings or any Subsidiary or provisions restricting or affecting the Company (other than licenses by the Company development, manufacture, or distribution of “off the shelf” Holdings' or other standard products)any Subsidiary's products or services, or (iii) provisions restricting the developmentinvolve any employment or consulting arrangement, manufacture whether written or distribution of the Company’s products oral, between Holdings or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsany Subsidiary and any person.
(c) The Company Except as listed on Exhibit B hereto, neither Holdings or any Subsidiary has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $100,000 annually or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $100,000 annually, in excess of $200,000 in the aggregate annually, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity (including persons or entities the Company Holdings or any Subsidiary has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Pinnacle is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Pinnacle in excess of what is in the “budget” for going public$10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company Pinnacle (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions materially restricting the development, manufacture or distribution of the Company’s Pinnacle's products or services or (iv) indemnification by the Company Pinnacle with respect to infringements of proprietary rights.
(cb) The Company Pinnacle has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course Ordinary Course of businessBusiness or as disclosed in the Pinnacle Financial Statements) individually in excess of what is contemplated $10,000 or, in excess of $15,000 in the “budget” for going public aggregate, (iiiii) made any loans or advances to any person, other than ordinary advances for travel expenses, expenses or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course Ordinary Course of businessBusiness.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Pinnacle has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) . There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public$[●], or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) . The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $[●] or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $[●], in excess of $[●] in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) . For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (ai) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to Prospectuses, the sale Existing Indebtedness, the Existing Liens or in the ordinary course of the Company’s outstanding Common Stockbusiness, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve involve: (iA) future obligations (contingent or otherwise) of, or payments to, the Company in excess or its Subsidiaries and Partnerships outside of what is in the “budget” for going public, or ordinary course; (iiB) the transfer or license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or its Subsidiaries and Partnerships; (other than licenses by C) the Company grant of “off rights to license, market or sell products; (D) the shelf” or other standard products), grant of any Lien on the material assets of the business; or (iiiE) provisions restricting or affecting the development, manufacture ability to transfer or move, or distribution of the Company’s Company or its Subsidiaries' and Partnerships' products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(cii) The Since the date of the Company has Financial Statements, other than the Existing Indebtedness or as otherwise disclosed in the Disclosure Package, the Company or its Subsidiaries and Partnerships have not (iA) accruedexcluding ordinary course leases, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed that has not been repaid and released or any other liabilities (other than trade payables incurred individually or in the ordinary course of business) individually aggregate in excess of what is contemplated in the “budget” for going public $5,000,000, (iiiB) made any loans or advances to any person, other than in the ordinary advances for travel expensescourse of business, or (ivC) sold, exchanged or otherwise disposed of any of its assets or rights, rights other than the sale of its inventory in the ordinary course of business.
(diii) For the purposes of subsections (bi) and (cii) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. Other than as disclosed in the Disclosure Package, the Company is not a guarantor of any other person, entity or business.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no material agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There Except as set forth in the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any material patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “"off the shelf” " or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsrights (other than indemnification obligations arising from purchase or license agreements entered into in the ordinary course of business).
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to dividend obligations, distributions, indebtedness and other obligations incurred in the ordinary course of businessbusiness or as disclosed in the Financial Statements) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company has not engaged in the past twelve months in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up, of the Company.
Appears in 1 contract
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there There are no agreements, understandings, understandings or proposed transactions between the Company Parent and any of its officers, officers or directors, employees, affiliatesor any family member of any of its officers or directors, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Parent is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company Parent in excess of what is in $10,000 out of the “budget” for going publicordinary course of business, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), Parent or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company’s Parent's products or services services, or (iv) indemnification by the Company Parent with respect to infringements of proprietary rights.
(c) The Company Since the Parent Statement Date, the Parent has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables with respect to indebtedness and other obligations incurred in the ordinary course of business) individually in excess of what is contemplated business or as disclosed in the “budget” for going public Parent Financial Statements), (iii) made any loans or advances to any person, other than ordinary and reasonable advances for travel expensesexpenses and intercompany advances, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Appears in 1 contract
Agreements; Action. (a) Except as set forth in Section 2.24(a) of the Disclosure Schedule and for agreements explicitly contemplated hereby and agreements between by the Company and its employees with respect to the sale of the Company’s outstanding Common StockInvestors' Rights Agreement, there are no agreements, understandings, or proposed transactions material agreements between the Company and any of its officers, directors, employees, affiliates, affiliates or any affiliate thereof.
(b) There Except as set forth herein, in Section 2.24(b) of the Disclosure Schedule or as explicitly contemplated hereby and by the Investors' Rights Agreement, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which that may involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going public, $50,000 or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products)Company, except for off-the-shelf software, or (iii) provisions restricting (or materially adversely affecting) the development, manufacture or distribution of the Company’s 's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rightsservices.
(c) The Except as set forth in the Disclosure Schedule, 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) with outstanding balances individually in excess of what is contemplated $15,000 or in excess of $30,000 in the “budget” for going public aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, that materially adversely affects its business as now conducted, its properties or its financial condition.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Jamdat Mobile Inc)
Agreements; Action. (a) Except for agreements explicitly contemplated hereby as set forth in the SEC Reports and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common StockSchedule 4.6 hereto, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the “budget” for going publicordinary course of business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by arising from the Company purchase of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(cb) The Except as set forth in the SEC Reports, the Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 or, in the “budget” for going public case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(dc) For the purposes of subsections (ba) and (cb) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(d) The Company has not engaged in the past two years in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of the Company with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company, or a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Implant Sciences Corp)
Agreements; Action. (a) Except Other than as set forth in EXHIBIT C, and except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stockhereby, there are no agreements, understandings, understandings or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There Other than as set forth in EXHIBIT C, there are no agreements, understandings, instruments, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or to its knowledge by which it is bound which may that involve (i) future obligations (contingent or otherwise) of, or payments to, to the Company in excess of what is in the “budget” for going publicof, $50,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Other than as set forth in EXHIBIT C, the Company has not not, subsequent to August 20, 1999, except for repurchases of options, at cost, from terminated employees, (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated $50,000 in the “budget” for going public aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Certificate of Incorporation or Bylaws which adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 1 contract
Samples: Series B Convertible Preferred Stock and Warrant Purchase Agreement (Trega Biosciences Inc)
