Agreements; Actions. (i) Except in the ordinary course of business or as disclosed in writing to the Buyer, there are no agreements, understandings (oral or written), instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it or any of its properties is bound that may involve: (A) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000; (B) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services; or (C) indemnification by the Company with respect to overt allegations infringement of any Intellectual Property. (ii) The Company has not: (A) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (B) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, individually or in the aggregate, in excess of $50,000; (C) made any loans or advances to any person, other than ordinary advances for travel expenses; or (D) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of inventory in the ordinary course of business. (iii) For purposes of subsection (ii) 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 amount of such subsection. (iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Netgateway Inc), Stock Purchase Agreement (Netgateway Inc)
Agreements; Actions. (ia) Except for the Transaction Agreements and as set forth in Section 2.10(a) of the ordinary course of business or as disclosed in writing to the BuyerDisclosure Schedule, there are no agreements, understandings (oral or written)understandings, instruments, licenses, contracts, or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it or any of its properties is bound that may involve: (Ai) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,00010,000; (Bii) provisions restricting the license of any patent, copyright, trademark, trade secret, or affecting the development, manufacture other proprietary right to or distribution of from the Company's ; (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market, or sell such products or services; or (Civ) indemnification by the Company with respect to overt allegations infringement infringements of any Intellectual Propertyproprietary rights.
(iib) The Except as set forth in Section 2.10(b) of the Disclosure Schedule, the Company has not: (Ai) declared or paid any dividends, or authorized or made any distribution distribution, upon or with respect to any class or series of its capital stocksecurities; (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed or incurred any other liabilities either (A) individually or in the aggregate, in excess of $50,00010,000 or (B) in excess of $50,000 in the aggregate; (Ciii) made any loans or advances to any personPerson, other than ordinary advances for travel expenses; or (Div) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of inventory in the ordinary course of business.
(iii) . For the purposes of subsection subsections (iia) aboveand (b) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewithwith each other) shall be aggregated for the purpose of meeting the individual minimum dollar amount amounts of such subsection.
(ivc) The Company is not a party to and is guarantor or indemnitor of any indebtedness of any other Person.
(d) The Company has not bound by engaged in the past three (3) months in any contract, agreement discussion with any representative of any Person regarding (i) a sale or instrumentexclusive license of all or substantially all of the Company’s assets, or subject to (ii) any restriction under its Certificatemerger, consolidation or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or other business combination transaction of the Company as now conducted with or as proposed to be conductedinto another Person.
Appears in 2 contracts
Samples: Option Agreement (Grown Rogue International Inc.), Option Agreement (Grown Rogue International Inc.)
Agreements; Actions. (ia) Except for agreements set forth in Section 2.12(a) of the ordinary course Schedule of business Exceptions, or as disclosed in writing to otherwise explicitly contemplated hereby and by the BuyerInvestors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company or any of its Subsidiaries and any of its respective officers, directors, affiliates, or any affiliate thereof.
(oral or written)b) Except as set forth in Section 2.12(b) of the Schedule of Exceptions, there are no agreements, understandings, instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, to the Company or any of its Subsidiaries in excess of, $25,000, or (ii) the license of $50,000; any patent, copyright, trade secret, software or other proprietary right to or from the Company or any of its Subsidiaries, excluding software used in the ordinary course of the business of the Company or any of its subsidiaries or (Biii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services; services of the Company or any of its Subsidiaries, or (Civ) indemnification by the Company or any of its Subsidiaries with respect to overt allegations infringement infringements of any Intellectual Propertyproprietary rights.
(iic) The Except as set forth in Section 2.12(c) of the Schedule of Exceptions, neither the Company nor any of its Subsidiaries has not: (Ai) 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; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowedborrowed or any other liabilities individually in excess of $25,000 or, individually or in the aggregatecase of indebtedness and/or liabilities individually less than $25,000, in excess of $50,000; 100,000 in the aggregate, (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; , or (Div) 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.
(iiid) For the purposes of subsection subsections (iib) 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 amount amounts of such subsectionsubsections.
(ive) The Neither the Company nor any of its Subsidiaries is not a party to and is not to, or bound by by, any contract, agreement or instrument, or subject to any restriction under its Certificate, certificate of incorporation or Bylaws, which materially and bylaws that adversely affects the assets, properties, financial condition, operating results, prospects or its business of the Company as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) Except as set forth in Section 2.12(f) of the Schedule of Exceptions, neither the Company nor any of its Subsidiaries has 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 it 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 its assets or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company or any of its Subsidiaries is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the Company or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ashton Technology Group Inc), Securities Purchase Agreement (Optimark Holdings Inc)
Agreements; Actions. (ia) Except in for the ordinary course Transaction Agreements and as set forth on Section 2.10(a) of business or as disclosed in writing to the BuyerDisclosure Schedule, there are no agreements(1) agreements or understandings, understandings (oral or written), 2) instruments, licenses, contracts, (3) contracts or (4) proposed transactions, judgments, orders, writs transactions memorialized in an executed term sheet or decrees executed letter of intent to which the Company is a party or by which it or any of its properties is bound that may involve: involve (Ai) payment obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000; 250,000 (Bother than those agreements, understanding, instruments, contracts or the like disclosed under clauses (ii) provisions restricting or affecting through (iv) of this Section 2.10(a)), other than those which were entered into in the development, manufacture or distribution ordinary course of the Company's ’s business, (ii) licenses of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or services; sell its products, or (Civ) indemnification by the Company not in the ordinary course of business with respect to overt allegations infringement infringements of any Intellectual Propertyproprietary rights.
(iib) The Except as set forth on Section 2.10(b) of the Disclosure Schedule, the Company has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtednessindebtedness for money borrowed or incurred any other liabilities that, other than under GAAP, would be required to be reflected on a balance sheet but which are not reflected in the Secured Convertible Debentures due December 31, 19992020 consolidated balance sheet contained within the Financial Statements (except for liabilities incurred in the ordinary course of business since December 31, ordinary trade 2020), which indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, other liabilities individually or in the aggregate, are in excess of $50,000; 100,000 or are in excess of $250,000 in the aggregate (Cwhich indebtedness or liabilities are currently outstanding), (iii) made any loans or advances to any personPerson, other than ordinary advances for travel business expenses; , or (Div) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of inventory its equipment and materials in the ordinary course of business.
(iii) . For the purposes of this subsection (iib) aboveand subsection (c) of this Section 2.10, all (1) indebtedness, (2) liabilities, (3) agreements, (4) understandings, (5) instruments, (6) contracts and (7) proposed transactions memorialized in an executed term sheet or letter of intent involving the same person or entity Person (including persons or entities Persons the Company has reason to believe are affiliated therewithwith each other) shall be aggregated for the purpose of meeting the individual minimum dollar amount amounts of such subsection.
(ivc) The Company is not a party to and is not bound by guarantor or indemnitor of any contract, agreement or instrument, or subject to indebtedness of any restriction under its Certificate, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conductedother Person.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.), Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.)
Agreements; Actions. (ia) Except in for the ordinary course agreements explicitly contemplated hereby and agreements between the Corporation and the purchasers of business or as the Corporation's Common Stock previously disclosed in writing to the BuyerPurchaser in writing, there are no agreements, understandings or proposed transactions between the Corporation and any of its officers, directors, affiliates or any affiliate thereof.
(oral or written)b) There are no agreements, understandings, instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company Corporation or any of its subsidiaries is a party or by which it or any of its properties them is bound that which may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company Corporation or any of its subsidiaries in excess of $50,000; 25,000 (Bother than obligations of, or payments to, the Corporation or any of its subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business), (ii) the license of any BioMarin Technology or BioMarin Patent Rights, each as defined in the Collaboration Agreement, to or from the Corporation or any of its subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products), (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services; services of the Corporation or any of its subsidiaries or (Civ) indemnification by the Company Corporation or any of its subsidiaries with respect to overt allegations infringement infringements of any Intellectual Propertyproprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business).
(iic) The Company Neither the Corporation nor any of its subsidiaries has not: (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, indebtedness for money borrowed or any other liabilities (other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, individually or those incurred in the aggregate, ordinary course of business or disclosed in the Financial Statements) in excess of $50,000; 25,000, (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; expenses or (Div) 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.
(iii) For purposes of subsection (ii) 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 amount of such subsection.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 2 contracts
Samples: Subscription Agreement (Biomarin Pharmaceutical Inc), Subscription Agreement (Biomarin Pharmaceutical Inc)
Agreements; Actions. (ia) Except for the Transaction Agreements and Material Contracts (as defined below), and except as set forth in Section 2.10 of the ordinary course Schedule of business or as disclosed in writing to the BuyerExceptions, there are no agreements, understandings (oral or written), instruments, licenses, contracts, or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or scheduled payments to, the Company in excess of $50,000; 1,000,000 in any 12-month period by any parties thereto, (ii) the license of any patent, copyright, trade secret, or other proprietary right to or from the Company other than (A) the license of the Company’s software and products in the ordinary course of business or (B) provisions restricting the license to the Company of generally commercially available “off-the-shelf” third-party products, or affecting (iii) the development, manufacture grant of rights to market or distribution of the Company's sell its products or services; or (C) indemnification by the Company with respect services to overt allegations infringement of any Intellectual Propertyother person.
(iib) The Except as set forth in Section 2.10 of the Schedule of Exceptions, the Company (i) has not: (A) not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred does not currently have any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed individually in excess of $150,000 or $300,000 in the aggregate, in excess of $50,000; (Ciii) made does not have any loans or advances currently outstanding to any person, other than ordinary advances for travel expenses; , or (Div) has not 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.
(iiic) For the purposes of subsection subsections (iia) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amount amounts of each such subsection.
(ivd) The Company has not engaged in the past three months in any material discussions that has resulted in a written term sheet or written summary of terms with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of the Company’s assets, (ii) any merger, consolidation, or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.
(e) Except as set forth in Section 2.10 of the Schedule of Exceptions, the Company is not a party to or otherwise bound by any written or oral contract or instrument which individually or in the aggregate is material to the business, financial condition, operations, property, or assets of the Company (the “Material Contracts”). Each Material Contract is valid and in full force and effect, and, to the Company’s knowledge, is enforceable by the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. To the Company’s knowledge, no other party has violated or breached, or committed any default under, any material provision of any Material Contract which remains uncured. Except as set forth in Section 2.10 of the Schedule of Exceptions, the Company has not received, within the last six months, any written notice regarding any actual or possible material violation or material breach of, or default under, any Material Contract, and the Company has not waived any of its rights under any Material Contract.
(f) Except for the Transaction Agreements, the Company is not subject to any restriction under its Restated Certificate or Bylaws which materially and adversely affects its business as now conducted or as presently proposed to be conducted, its properties, or its financial condition.
(g) Except as set forth in Section 2.10 of the Schedule of Exceptions, the Company is not a party to and is not bound by any contractstock redemption or purchase agreements or other agreements relating to the capital stock of the Company, including without limitation, any agreement or instrument, or subject to with any restriction under its Certificate, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business stockholder of the Company which includes anti-dilution rights, registration rights, voting arrangement, operating covenants, or similar provisions.
(h) Except as now conducted set forth in Section 2.10 of the Schedule of Exceptions, the Company is not a party to and is not bound by any royalty, dividend, or as proposed similar arrangement based on the revenues or profits of the Company which is reasonably expected to be conductedinvolve payments in excess of $1,000,000 per annum.
Appears in 2 contracts
Samples: Series E and Series E 2 Preferred Stock and Warrant Purchase Agreement, Series E and Series E 2 Preferred Stock and Warrant Purchase Agreement (Lifelock, Inc.)
Agreements; Actions. (ia) Except in the ordinary course The Schedule of business or as disclosed in writing Exceptions includes a list of all agreements which are material to the BuyerCorporation. The Corporation has made available to VB true, correct and complete copies of each such agreement.
(b) Other than the transactions referred to in or contemplated by the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Corporation and any of its officers, directors, affiliates, or any affiliate thereof.
(oral c) Except for the Transaction Agreements and matters referred to in or written)contemplated by the Transaction Agreements, there are no agreements, understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company Corporation is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company Corporation in excess of, $200,000, (ii) the license of $50,000; (B) provisions restricting any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCorporation other than the license to the Corporation of generally commercially available “off-the-shelf” third-party products, manufacture or distribution of the Company's products or services; or (Ciii) indemnification by the Company with respect grant of rights to overt allegations infringement of manufacture, produce, assemble, license, market, or sell its products to any Intellectual Propertyother person or affect the Corporation’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(iid) The Company Corporation has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed individually or in the aggregate, in excess of $50,000; 100,000, (Ciii) incurred any other liabilities individually in excess of $10,000 except in the ordinary course of business, (iv) made any loans or advances (still unrepaid) to any person, other than ordinary advances for travel expenses; , or (Dv) 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.
(iiie) For the purposes of subsection subsections (iib) 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 Corporation has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amount amounts of each such subsection.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (KonaRed Corp), Series a Preferred Stock Purchase Agreement (Willsey Gregory Thomas)
Agreements; Actions. (ia) Except in the ordinary course of business or as disclosed in writing to the Buyerfor agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(oral or written)b) There are no agreements, understandings, instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000; 30,000, (Bii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, other than licenses arising from the purchase of "off the shelf' or other standard products, (iii) provisions restricting or affecting the development, manufacture development or distribution of the Company's products or services; , (iv) a warranty with respect to its services rendered, or (Cv) indemnification by the Company with respect to overt allegations infringement infringements of any Intellectual Propertyproprietary rights.
(iic) The Company has not: not (Ai) 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; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowedborrowed or any other liabilities individually in excess of $30,000 or, individually or in the aggregatecase of indebtedness and/or liabilities individually less than $30,000, in excess of $50,000; 100,000 in the aggregate (Cother than indebtedness and/or liabilities incurred in the ordinary course of business and legal fees payable to Proskauer Rose LLP), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses; , or (Div) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of inventory in the ordinary course of business.
(iiid) For purposes All of subsection the contracts, agreements and instruments set forth in the Schedule of Exceptions pursuant to this Section 2.12 are valid, binding and enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) aboveas limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification and contribution provisions contained in this Agreement and the Investors' Rights Agreement may be limited by applicable federal or state securities laws. The Company has performed all indebtednessmaterial obligations required to be performed by it and is not in material default under or in breach of nor in receipt of any claim of default or breach under any contract, liabilitiesagreement 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, agreementsbreach or event of noncompliance by the Company under any contract, understandingsagreement or instrument. The Company has no knowledge of any material breach or anticipated material breach by the other parties to any such contract, agreement, instrument or commitment.
(e) Counsel to Baring has been supplied with a true and correct copy of each of the written instruments, contracts and proposed transactions involving agreements and an accurate description of each of the same person oral arrangements, contracts and agreements that are referred to on the Schedule of Exceptions pursuant to this Section 2.12, together with all amendments, waivers or 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 amount of such subsectionother changes thereto.
(ivf) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction provision under its Certificate, or Bylaws, which materially and Restated Certificate of Incorporation that adversely affects the assets, properties, financial condition, operating results, prospects or its business of the Company as now conducted or as proposed to be conducted, its properties or its financial condition.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Skyauction Com Inc)
Agreements; Actions. (a) Other than (i) Except standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the ordinary course Board of business or as disclosed in writing to Directors and (iv) the Buyertransactions contemplated by the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(oral or written)b) Except for the Transaction Agreements, there are no agreements, understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $25,000, other than as set forth in Section 3.10(b)(i) of $50,000; the Schedule of Exceptions, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company other than (A) the license of the Company’s software and products in the ordinary course of business or (B) provisions restricting the license to the Company of generally commercially available “off-the-shelf third-party products, or affecting (iii) 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 (C) indemnification by the Company with respect to overt allegations infringement of any Intellectual Propertysell its products.
(iic) The Company has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $100,000 in the aggregate, in excess of $50,000; (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; , or (Div) 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.
(iiid) For the purposes of subsection subsections (iib) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amount amounts of each such subsection.
(ive) The Company is has not a party to and is not bound by engaged in the past three months in any contractdiscussion with any representative of any corporation, agreement partnership, trust, joint venture, limited liability company, association or instrumentother entity, or subject to any restriction under its Certificateindividual, regarding (i) a sale of all or Bylaws, which materially and adversely affects substantially all of the Company’s assets, properties(ii) any merger, financial condition, operating results, prospects consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as now conducted a group, of beneficial ownership or as proposed a right to be conductedacquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (WhiteSmoke, Inc.)
Agreements; Actions. (ia) Except for this Agreement and the Transaction Agreements and as otherwise set forth in Section 2.18 of the ordinary course Schedule of business or as disclosed in writing to the BuyerExceptions, there are no agreementsContracts to which, understandings (oral or written)as of the date hereof, instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or by which it is bound, that involve:
(i) the sale or purchase of finished goods, or other personal property, or for the furnishing or receipt of services involving more than $250,000 in the aggregate;
(ii) the grant of rights to manufacture, produce, assemble, license, market or sell its products to any other Person or affect the Company’s or any Subsidiary’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products;
(iii) leases of real property;
(iv) leases of personal property to or from any Person in an amount greater than $250,000;
(v) IP Licenses;
(vi) agreements concerning a partnership or joint venture;
(vii) agreements under which the Company or any Subsidiary has created, incurred, assumed, or guaranteed any Indebtedness or under which the Company or any Subsidiary has imposed an Encumbrance, other than a Permitted Encumbrance, on any of its properties assets, tangible or intangible;
(viii) agreements concerning non-competition, other than such agreements with employees, consultants and other third parties in the Ordinary Course of Business or agreements where the non-competition restrictions do not restrict the Company or its Subsidiaries;
(ix) agreements for the employment of any individual on a full-time, part-time, consulting, or other basis (including for services of independent contractors) providing annual compensation in excess of $150,000;
(x) agreements pursuant to which the Company or any Subsidiary has exclusivity rights with respect to any third party or such third party’s business or operations;
(xi) agreements that relate to the acquisition of any business, any stock of any other Person, any real property or all or substantially all of the assets of a Person (whether by merger, sale of stock, sale of assets or otherwise), in each case involving, or that would reasonably be expected to involve, consideration or value in excess of $1,000,000; or
(xii) settlement, conciliation or similar agreement with any Governmental Body. To the extent any such Contract is bound oral, a summary of the material terms of such arrangement is set forth in Section 2.18 of the Schedule of Exceptions.
(b) Each Contract or other commitment that may involveis required to be set forth in Section 2.18 of the Schedule of Exceptions (each, a “Material Contract”) is in full force and effect against the Company or any Subsidiary, in each case in accordance with its terms. True, correct and complete copies of all Material Contracts have previously been made available to Parent. With respect to each such Material Contract: (A) obligations (contingent or otherwise) ofsuch Material Contract is the legal, or payments tovalid, binding and enforceable obligation of the Company or a Subsidiary and is in excess full force and effect on identical terms following the consummation of $50,000the Merger; (B) provisions restricting or affecting the development, manufacture or distribution of to the Company's products ’s knowledge, no party is in breach or servicesdefault in any material respect, and no event has occurred that with notice or lapse of time would constitute a breach or default in any material respect, or permit termination, material modification, or acceleration, under such Material Contract; or and (C) indemnification by the Company with respect to overt allegations infringement of no party has repudiated any Intellectual Property.
(ii) The Company has not: (A) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (B) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, individually or in the aggregate, in excess of $50,000; (C) made any loans or advances to any person, other than ordinary advances for travel expenses; or (D) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of inventory in the ordinary course of business.
(iii) For purposes of subsection (ii) 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 amount provision of such subsectionMaterial Contract.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 1 contract
Agreements; Actions. (ia) Except for the agreements explicitly contemplated hereby, as set forth in the ordinary course Schedule of business or as disclosed in writing to the BuyerExceptions, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates or any affiliate thereof.
(oral or written)b) There are no agreements, understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it or any of its properties is bound that may involve: which involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000; 10,000, (Bii) provisions restricting the license of any patent, copyright, trade secret or affecting the development, manufacture or distribution other proprietary right of the Company's products or services; Company or (Ciii) indemnification by the Company with respect to overt allegations infringement of any Intellectual Propertyother material agreement.
(iic) The Company has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, (iii) incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 in the aggregate, in excess other than obligations or liabilities of $50,000; the Company for compensation under employment, advisor or consulting agreements, (Civ) made any loans or advances to any person, other than ordinary advances for travel expenses; or , (Dv) sold, exchanged or otherwise disposed of any of its material assets or rights, other than rights or (vi) agreed to any of the sale of inventory in the ordinary course of businessforegoing.
(iii) For purposes of subsection (ii) 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 amount of such subsection.
(ivd) 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, Certificate or Bylaws, which materially and adversely affects to the assets, properties, financial condition, operating results, prospects or business knowledge of the Company adversely affects in any material respect its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(e) Except with respect to Microcide in connection with the purchase and sale of Series A Preferred, the Company has not engaged in the past six 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 percent of the voting power of the Company is disposed of, other than as 9 contemplated by this Agreement, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.
(f) The Company was incorporated on December 11, 1997 and has not yet commenced operations other than in connection with and as contemplated by this Agreement and the Agreements or in connection with its initial organization, recruitment of employees and consultants, licensing patents and technology, leasing a facility, and other similar activities.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Microcide Pharmaceuticals Inc)
Agreements; Actions. (a) Other than (i) Except standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the ordinary course Board of business or as disclosed in writing to Directors and (iv) the Buyertransactions contemplated by the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(oral or written)b) Except for the Transaction Agreements, there are no agreements, understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $150,000, other than as set forth in Section 3.10(b)(i) of $50,000; the Schedule of Exceptions, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company other than (A) the license of the Company’s software and products in the ordinary course of business or (B) provisions restricting the license to the Company of generally commercially available “off-the-shelf third-party products, or affecting (iii) 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 (C) indemnification by the Company with respect to overt allegations infringement of any Intellectual Propertysell its products.
(iic) The Company has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed or incurred any other liabilities individually or in the aggregate, in excess of $50,000; 100,000 (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; , or (Div) 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.
(iiid) For the purposes of subsection subsections (iib) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amount amounts of each such subsection.
(ive) The Company is has not a party to and is not bound by engaged in the past three months in any contractdiscussion with any representative of any corporation, agreement partnership, trust, joint venture, limited liability company, association or instrumentother entity, or subject to any restriction under its Certificateindividual, regarding (i) a sale of all or Bylaws, which materially and adversely affects substantially all of the Company’s assets, properties(ii) any merger, financial condition, operating results, prospects consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as now conducted a group, of beneficial ownership or as proposed a right to be conducted.acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. Execution Copy
Appears in 1 contract
Agreements; Actions. (ia) Except as set forth in Section 3.11(a) of the ordinary course of business or as disclosed in writing to the BuyerCompany Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, Affiliates, or any Affiliate thereof, or between any Subsidiary of the Company and any of its officers, directors or Affiliates.
(oral or written)b) Section 3.11(b) of the Company Disclosure Schedule sets forth all agreements, understandings, instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,000; 100,000, (Bii) provisions restricting the license, assignment or affecting transfer of any patent, copyright, trade secret or other proprietary right to or from the developmentCompany or any of its Subsidiaries (other than licenses to the Company arising from the purchase of generally available “off the shelf” or other standard products), manufacture (iii) the manufacture, marketing, sale or distribution of any products of the Company or any of its Subsidiaries in any jurisdiction, or any restrictions on the Company's products ’s or services; or any of its Subsidiaries’ exclusive rights to develop, manufacture, assemble, distribute, market and sell its products, (Civ) indemnification by the Company or any of its Subsidiaries with respect to overt allegations infringement infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business), or (v) any Intellectual Propertysupply agreements.
(iic) The Company has not: delivered or has caused to be delivered to Parent or counsel to Parent correct and complete copies of each contract, agreement or other arrangement listed in Section 3.11 of the Company Disclosure Schedule, as such contracts, agreements and arrangements are amended to date. Each such contract, agreement or other arrangement is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries, as applicable, and, to the knowledge of the Company, of the other party or parties thereto, and is in full force and effect. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, the other party or parties thereto, is in breach or non-compliance, or, to the knowledge of the Company, is considered to be in breach or non-compliance by the other party thereto, of any term of any such contract, agreement or other arrangement. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received notice of any default or threat thereof with respect to any such contract, agreement or other arrangement. Subject to obtaining any necessary consents by the other party or parties to any such contract, agreement or other arrangement (Aas further set forth in Section 3.11(c) of the Company Disclosure Schedule), no contract, agreement or other arrangement listed in Section 3.11 of the Company Disclosure Schedule includes or incorporates any provision the effect of which would be to enlarge or accelerate any obligations of the Company or any of its Subsidiaries or give additional rights to any other party thereto or will in any other way be adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or the Related Agreements.
(d) Neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, Indebtedness for money borrowedborrowed or any other liabilities individually in excess of $100,000 or, individually or in the aggregatecase of Indebtedness or liabilities individually less than $100,000, in excess of $50,000; 250,000 in the aggregate, (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; expenses or loans not in excess of $100,000 in the aggregate made and repaid in full prior to January 1, 2003, or (Div) 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 other than such sales that in the aggregate have a value of less than $100,000.
(iiie) For the purposes of subsection (ii) aboveSection 3.11(b), 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 amount amounts of such subsectionsubsections.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 1 contract
Agreements; Actions. (ia) Except as set forth in Section 4.11(a) of the ordinary course of business or as disclosed in writing to the BuyerCompany Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, Affiliates, or any Affiliate thereof, or between any Subsidiary of the Company and any of its officers, directors or Affiliates.
(oral or written)b) Section 4.11(b) of the Company Disclosure Schedule sets forth all agreements, understandings, instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,000; 100,000, (Bii) provisions restricting the license, assignment or affecting transfer of any patent, copyright, trade secret or other proprietary right to or from the developmentCompany or any of its Subsidiaries (other than licenses to the Company arising from the purchase of generally available “off the shelf” or other standard products), manufacture (iii) the manufacture, marketing, sale or distribution of any products of the Company or any of its Subsidiaries in any jurisdiction, or any restrictions on the Company's products ’s or services; or any of its Subsidiaries’ exclusive rights to develop, manufacture, assemble, distribute, market and sell its products, (Civ) indemnification by the Company or any of its Subsidiaries with respect to overt allegations infringement infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business), or (v) any Intellectual Propertysupply agreements.
(iic) The Company has not: delivered or has caused to be delivered to Buyer or counsel to Buyer correct and complete copies of each contract, agreement or other arrangement listed in Section 4.11 of the Company Disclosure Schedule, as such contracts, agreements and arrangements are amended to date. Each such contract, agreement or other arrangement is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries, as applicable, and, to the knowledge of the Company, of the other party or parties thereto, and is in full force and effect. Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, the other party or parties thereto, is in breach or non-compliance, or, to the knowledge of the Company, is considered to be in breach or non-compliance by the other party thereto, of any term of any such contract, agreement or other arrangement. Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received notice of any default or threat thereof with respect to any such contract, agreement or other arrangement. Subject to obtaining any necessary consents by the other party or parties to any such contract, agreement or other arrangement (Aas further set forth in Section 4.11(c) of the Company Disclosure Schedule), no contract, agreement or other arrangement listed in Section 4.11 of the Company Disclosure Schedule includes or incorporates any provision the effect of which would be to enlarge or accelerate any obligations of the Company or any of its Subsidiaries or give additional rights to any other party thereto or will in any other way be adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or the Related Agreements.
(d) Neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, Indebtedness for money borrowedborrowed or any other liabilities individually in excess of $100,000 or, individually or in the aggregatecase of Indebtedness or liabilities individually less than $100,000, in excess of $50,000; 250,000 in the aggregate, (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; expenses or loans not in excess of $100,000 in the aggregate made and repaid in full prior to January 1, 2003, or (Div) 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 other than such sales that in the aggregate have a value of less than $100,000.
(iiie) For the purposes of subsection (ii) aboveSection 4.11(b), 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 amount amounts of such subsectionsubsections.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 1 contract
Agreements; Actions. (ia) Except as set forth in Section 4.7(a) of the ordinary course of business or as disclosed in writing to the BuyerVBI Disclosure Schedule, there are no agreements, understandings (oral or written)understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company VBI is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company VBI in excess of $50,000; 25,000, (Bii) provisions restricting the license of any patent, copyright, trademark, trade secret or affecting other proprietary right to or from VBI, (iii) the developmentgrant of rights to manufacture, manufacture produce, assemble, license, market, or distribution of the Company's sell its products to any other Person that limit VBI’s exclusive right to develop, manufacture, assemble, distribute, market or services; sell its products, or (Civ) indemnification by the Company VBI with respect to overt allegations infringement infringements of any Intellectual Propertyproprietary rights.
(iib) The Company VBI has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) except as set forth in Section 4.7(b) of the VBI Disclosure Schedule and except for the Venture Debt (as defined in the Merger Agreement), incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $50,000 in the aggregate, in excess of $50,000; (Ciii) made any loans or advances to any personPerson, other than ordinary advances for travel expenses; , or (Div) 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.
(iii) . For the purposes of subsection subsections (iib) aboveand (c) of this Section 4.7, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity Person (including persons or entities the Company Persons VBI has reason to believe are affiliated therewithwith each other) shall be aggregated for the purpose of meeting the individual minimum dollar amount amounts of such subsection.
(ivc) The Company VBI is not a party to and is not bound by guarantor or indemnitor of any contractindebtedness of any other Person.
(d) Except as set forth in Section 4.7(d) of the VBI Disclosure Schedule, agreement neither VBI nor its Affiliates has in the past twelve (12) months entered into any written memorandum of understanding or instrumentletter of intent with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of VBI’s assets, or subject to (ii) any restriction under its Certificatemerger, consolidation or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects other business combination transaction of VBI with or business of the Company as now conducted or as proposed to be conductedinto another Person.
Appears in 1 contract
Samples: Securities Purchase Agreement (Paulson Capital (Delaware) Corp.)
Agreements; Actions. (a) Other than (i) Except standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the ordinary course Board of business or as disclosed in writing to Directors and (iv) the Buyertransactions contemplated by the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(oral or written)b) Except for the Transaction Agreements, there are no agreements, understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company in excess of, $150,000, other than as set forth in Section 3.10(b)(i) of $50,000; the Schedule of Exceptions, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company other than (A) the license of the Company’s software and products in the ordinary course of business or (B) provisions restricting the license to the Company of generally commercially available “off-the-shelf third-party products, or affecting (iii) 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 (C) indemnification by the Company with respect to overt allegations infringement of any Intellectual Propertysell its products.
(iic) The Company has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed or incurred any other liabilities individually or in the aggregate, in excess of $50,000; 100,000 (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; , or (Div) 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.
(iiid) For the purposes of subsection subsections (iib) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amount amounts of each such subsection.
(ive) The Company is has not a party to and is not bound by engaged in the past three months in any contractdiscussion with any representative of any corporation, agreement partnership, trust, joint venture, limited liability company, association or instrumentother entity, or subject to any restriction under its Certificateindividual, regarding (i) a sale of all or Bylaws, which materially and adversely affects substantially all of the Company’s assets, properties(ii) any merger, financial condition, operating results, prospects consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as now conducted a group, of beneficial ownership or as proposed a right to be conductedacquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.
Appears in 1 contract
Agreements; Actions. (ia) There are no agreements, understandings or proposed transactions between Parent or Merger Sub and any of their respective officers, directors, affiliates, or any affiliate thereof.
(b) Except in for agreements explicitly contemplated by the ordinary course of business or as disclosed in writing to the BuyerTransaction Agreements, there are no agreements, understandings (oral or written)understandings, instruments, licenses, contracts, leases, licenses or proposed transactions, judgments, orders, writs or decrees transactions to which the Company Parent or Merger Sub is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company Parent or Merger Sub in excess of of, $50,000; , (Bii) provisions restricting the license of any Patent, copyright, trade secret or affecting the developmentother proprietary right to or from Parent or Merger Sub, manufacture or distribution of the Company's products or services; or (Ciii) indemnification by the Company with respect grant of rights to overt allegations infringement of manufacture, produce, assemble, license, market, or sell its products to any Intellectual Propertyother person or affect Parent or Merger Sub’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(iic) The Company Neither Parent nor Merger Sub has not: (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed or incurred any other liabilities individually in excess of $50,000 or in excess of $200,000 in the aggregate, in excess of $50,000; (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; , or (Div) 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.
(iiid) For the purposes of subsection subsections (iib) and (c) above, all indebtednessIndebtedness, liabilities, agreements, understandingsLiabilities, instruments, contracts Contracts and proposed transactions involving the same person or entity (including persons or entities the Company has Parent and Merger Sub have reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amount amounts of each such subsection.
(ive) The Company Parent and Merger Sub are in material compliance with and have not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Contract, nor are Parent or Merger Sub aware of any event that would constitute such a material breach, violation or default with or without the lapse of time, giving of notice or any combination thereof. Each Contract is not a party to in full force and effect and is not bound by any contract, agreement or instrument, or subject to any restriction under its Certificatematerial default thereunder, nor is any party obligated to Parent or Merger Sub pursuant thereto subject to any default thereunder.
(f) Except in connection with the Merger, neither Parent nor Merger Sub has engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of Parent or Merger Sub 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 Parent or Merger Sub or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Parent or Merger Sub, respectively, would be disposed of, or Bylaws(iii) regarding any other form of liquidation, which materially and adversely affects the assets, properties, financial condition, operating results, prospects dissolution or business winding up of the Company as now conducted Parent or as proposed to be conductedMerger Sub.
Appears in 1 contract
Agreements; Actions. (a) Except as set forth on Section 3.10 of the Schedule of Exceptions, other than (i) Except employee benefits generally made available to all employees, (ii) director and officer indemnification agreements properly entered into by the Company, and (iii) the purchase of shares of the Company’s Common Stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the ordinary course Board of business or as disclosed in writing to the BuyerDirectors, there are no agreements, understandings (oral or written), instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which transactions by the Company is a party or by which it or any of its properties is Subsidiaries, on the one hand, and any of their respective officers, employees, directors, Affiliates, or any Affiliate thereof, on the other hand.
(b) Except for the Transaction Agreements, and those agreements listed in Section 3.10(b) of the Schedule of Exceptions, the Company and each of its Subsidiaries are not party to or bound that may involveby any agreements, understandings, instruments, contracts or proposed transactions: (Ai) involving obligations or liabilities (contingent or otherwise) of, or payments to, of the Company or any of its Subsidiaries in excess of $50,000; 200,000, (Bii) provisions restricting involving the license of any Intellectual Property to or affecting from the development, manufacture Company or distribution any of its Subsidiaries or any restriction on the Company's products use or services; or ownership of any Intellectual Property (C) indemnification other than licenses for off-the-shelf software and other agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with respect to overt allegations infringement past practice) or the development of any Intellectual Property, (iii) involving the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person, (iv) that constitute a collective bargaining agreement or other contract with any labor organization or similar employee representative, or involves any employee benefit, (v) that restricts in any material respect the conduct of business by the Company or any of its Subsidiaries or their ability to compete in any line of business or with any Person in any geographical area; (vi) that is a contract with any officer, individual employee or independent contractor on a full time, part time, consulting or other basis other than any “at-will” contract that may be terminated by the Company upon thirty (30) days or less advance notice), including contracts with respect to employment, severance, separation, change in control, retention or similar arrangements for the provision of services to the Company or a Subsidiary of the Company on a full or part time basis; (vii) that involves any joint venture, legal partnership or similar arrangement; (viii) that provides any customer of the Company or a Subsidiary of the Company with pricing discounts or benefits that change based on the pricing, discounts and benefits offered to other customers, including contracts containing “most favored nation” provisions; or (ix) any other agreement, understanding, instrument, contract or proposed transaction that is otherwise material to the Company and its Subsidiaries, taken as a whole. The agreements listed or required to be listed under Section 3.10(b) of the Schedule of Exceptions, together with the agreements between the Company and the Top Customers, are referred to as the “Material Contracts” and each referred to as a “Material Contract.” The Company has made available to the Lead Investor a true and complete copy of each Material Contract prior to the date hereof.
(iic) The Each of the Material Contracts constitutes a valid, legal and binding obligation of the Company or a Subsidiary of the Company, as applicable and, to the knowledge of the Company, each other party thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Each of the Material Contracts is in full force and effect, and will be in full force and effect upon the consummation of the transactions contemplated hereby, and the Company or a Subsidiary of the Company, as applicable, is entitled to all its respective benefits, rights and privileges under each such Material Contract in accordance with its terms. Since January 1, 2013, the Company or a Subsidiary of the Company has not: not received written notice of any material breach by the Company or any of its Subsidiaries under any such Material Contract or of the cancellation, amendment or termination of any such Material Contract.
(Ad) Except as set forth on Schedule 3.10(d), the Company and its Subsidiaries have not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, individually (iii) except as set forth on Schedule 3.10(d) of the Schedule of Exceptions, incurred any other liabilities (or any guarantee or other contingent liability with respect to the foregoing), except accounts payable in the aggregateordinary course of business consistent with past practices and not older than 90 days, in excess (iv) except as set forth on Schedule 3.10(d) of $50,000; (C) the Schedule of Exceptions, made any loans or advances to any personPerson, other than ordinary advances to employees of the Company or its Subsidiaries for travel expenses; , or (Dv) 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 consistent with past practices.
(iii) For purposes of subsection (ii) 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 amount of such subsection.
(ive) The Company is not a party to currently, and is has not bound by any contractpreviously been, agreement in breach, violation or instrumentin conflict with and no act, occurrence, event or omission has caused, or subject may be reasonably expected to any restriction under its Certificatecause (with or without the passage of time, giving of notice or both) the acceleration or loss of rights under, or Bylawsconstituted, which materially and adversely affects or may be reasonably expected to constitute (with or without the assetspassage of time, properties, financial condition, operating results, prospects giving of notice or business both) a default under any of the Company as now conducted or as proposed to be conductedagreements listed on Section 3.10(b) of the Schedule of Exceptions.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Propell Technologies Group, Inc.)
Agreements; Actions. (a) Other than (i) Except standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved by the ordinary course Board of business or as disclosed in writing to the BuyerDirectors, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(oral or written)b) Except for the Transaction Agreements, there are no agreements, understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000; 200,000, (Bii) provisions restricting the license of any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCompany (other than licenses for off-the-shelf software), manufacture or distribution (iii) the grant of rights to manufacture, produce, assemble, license, market, or 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 sell its products.
(Cc) indemnification by the Company Except with respect to overt allegations infringement of any Intellectual Property.
(ii) The the Series R Preferred Stock, the Company has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed or incurred any other liabilities individually in excess of $50,000 or in excess of $200,000 in the aggregate, in excess of $50,000; (Ciii) made any loans or advances to any person, other than ordinary advances for travel expenses; , or (Div) 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.
(iiid) For the purposes of subsection subsections (iib) 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 amount amounts of such subsectionsubsections.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 1 contract
Samples: Convertible Note and Series F Preferred Stock Purchase Agreement (Renren Inc.)
Agreements; Actions. (ia) Except in the ordinary course The Schedule of business or as disclosed in writing Exceptions includes a list of all agreements which are material to the BuyerCorporation. The Corporation has made available to counsel for Series B Investor true, correct and complete copies of each such agreement.
(b) Other than the transactions referred to in or contemplated by this Agreement, there are no agreements, understandings or proposed transactions between the Corporation and any of its officers, directors, affiliates, or any affiliate thereof.
(oral c) Except for this Agreement and matters referred to in or written)contemplated by this Agreement, there are no agreements, understandings, instruments, licenses, contracts, contracts or proposed transactions, judgments, orders, writs or decrees transactions to which the Company Corporation is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company Corporation in excess of, $200,000, (ii) the license of $50,000; (B) provisions restricting any patent, copyright, trade secret or affecting other proprietary right to or from the developmentCorporation other than the license to the Corporation of generally commercially available “off-the-shelf” third-party products, manufacture or distribution of the Company's products or services; or (Ciii) indemnification by the Company with respect grant of rights to overt allegations infringement of manufacture, produce, assemble, license, market, or sell its products to any Intellectual Propertyother person or affect the Corporation’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(iid) The Company Corporation has not: not (Ai) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; , (Bii) incurred any indebtedness, other than the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness or as otherwise disclosed to the Buyer in writing, for money borrowed, borrowed individually or in the aggregate, in excess of $50,000; 100,000, (Ciii) incurred any other liabilities individually in excess of $10,000 except in the ordinary course of business, (iv) made any loans or advances (still unrepaid) to any person, other than ordinary advances for travel expenses; , or (Dv) 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.
(iiie) For the purposes of subsection subsections (iib) 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 Corporation has reason to believe are affiliated therewithwith that person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amount amounts of each such subsection.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (KonaRed Corp)
Agreements; Actions. (ia) Except as set forth in Section 3.11(a) of the ordinary course of business or as disclosed in writing to the BuyerCompany Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, Affiliates, or any Affiliate thereof, or between any Subsidiary of the Company and any of its officers, directors or Affiliates.
(oral or written)b) Section 3.11(b) of the Company Disclosure Schedule sets forth all agreements, understandings, instruments, licenses, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or by which it or any of its properties is bound that may involve: involve (Ai) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $50,000; (B) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services; or (C) indemnification by the Company with respect to overt allegations infringement of any Intellectual Property.
(ii) The Company has not: (A) declared or paid any dividends, or authorized that may not be extinguished on thirty (30) days’ notice or made any distribution upon or with respect to any class or series of its capital stock; less (B) incurred any indebtedness, other than open purchase orders and invoices for the Secured Convertible Debentures due December 31, 1999, ordinary trade indebtedness purchase or as otherwise disclosed to the Buyer in writing, for money borrowed, individually or in the aggregate, in excess of $50,000; (C) made any loans or advances to any person, other than ordinary advances for travel expenses; or (D) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of inventory goods or services entered into in the ordinary course of business), (ii) the license, assignment or transfer of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses to the Company arising from the purchase of commercial “off the shelf” or other standard products), (iii) the manufacture, marketing, sale or distribution of any products of the Company or any of its Subsidiaries in any jurisdiction, or any restrictions on the Company’s or any of its Subsidiaries’ exclusive rights to develop, manufacture, assemble, distribute, market and sell its products, (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, sale, marketing, supply, manufacturing, or license agreements or similar agreements entered into in the ordinary course of business), (v) any supply agreements, or (vi) other agreements that are otherwise material to the Principal Business of the Company.
(iiic) The Company has delivered or has caused to be delivered to the Parent or its counsel (including in connection with the delivery of the Company’s compiled response to the Parent’s due diligence request list, which compiled response was delivered to the Parent and its counsel at the offices of the Company’s counsel by making such compiled response available for Parent and its counsel to review and remove from such offices) correct and complete copies of each contract, agreement or other arrangement listed in Section 3.11 of the Company Disclosure Schedule, as such contracts, agreements and arrangements are amended to date. Each such contract, agreement or other arrangement is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries, as applicable, and, to the knowledge of the Company, of the other party or parties thereto, and is in full force and effect. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, the other party or parties thereto, is in breach or non-compliance, or, to the knowledge of the Company, is considered to be in breach or non-compliance by the other party thereto, of any term of any such contract, agreement or other arrangement, except for breach or non-compliance that has not and could not be reasonably expected to result in a Material Adverse Effect on the Company or result in provide any other party thereto with the right to impose a material financial penalty on the Company. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received notice of any default or threat thereof with respect to any such contract, agreement or other arrangement and neither the Company nor any of its Subsidiaries has a reasonable basis for suspecting that any such default exists or will be forthcoming. Subject to obtaining any necessary consents by the other party or parties to any such contract, agreement or other arrangement (as further set forth in Section 3.11(c) of the Company Disclosure Schedule), no contract, agreement or other arrangement listed in Section 3.11 of the Company Disclosure Schedule includes or incorporates any provision the effect of which would be to enlarge or accelerate any obligations of the Company or any of its Subsidiaries or give additional rights to any other party thereto, or terminate or lapse by reason of, the transactions contemplated by this Agreement.
(d) For the purposes of subsection (ii) aboveSection 3.11(b), 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 amount amounts of such subsectionsubsections.
(iv) 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, or Bylaws, which materially and adversely affects the assets, properties, financial condition, operating results, prospects or business of the Company as now conducted or as proposed to be conducted.
Appears in 1 contract
Samples: Merger Agreement (Cytyc Corp)
