Common use of Business and Financial Covenants Clause in Contracts

Business and Financial Covenants. ActaMed covenants that: (a) Except for shares issued (i) upon exercise of options granted in accordance with the Stock Option Plans, the Articles and the Stockholders Agreement, (ii) upon conversion of shares of Preferred Stock, (iii) in connection with a Public Offering, (iv) upon exercise of the Warrant, or (v) as permitted under the Articles and the Stockholders Agreement, ActaMed will not, and will not permit any of its Subsidiaries, to hereafter issue or sell any shares or any securities convertible into, or any warrants, rights, or options to purchase shares of, the capital stock of ActaMed or such Subsidiary to any Person other than ActaMed, and ActaMed will not pledge any of the capital stock of any Subsidiary to any Person. ActaMed will not, in any event, issue or sell any shares of Series D Preferred Stock to any Person other than SBCL or its Affiliates. (b) Except as expressly permitted by the Articles or the Stockholders Agreement, ActaMed shall not (except for the advancement of money for expenses in the ordinary course of business) make, or permit any of its Subsidiaries to make, any loans or advances to any Person or have outstanding any investment in any Person, whether by way of loan or advance to, or by the acquisition of the capital stock, assets or obligations of, or any other interest in, any Person. (c) Except as expressly permitted herein or by the Articles or the Stockholders Agreement, neither ActaMed nor any of its Subsidiaries shall declare or make (i) any payment or the incurrence of any Liability to make any payment in cash, property or other assets as a dividend or other distribution in respect of any shares of capital stock of ActaMed or any Subsidiary, excluding, however, any dividends payable to ActaMed by a Subsidiary or dividends which may be payable solely in ActaMed Common Stock or the common stock of any Subsidiary and (ii) except as otherwise permitted by the Transaction Documents or a stock option agreement under the Stock Option Plans, any payment or the incurrence of any Liability to make any payment in cash, property or other assets for the purposes of purchasing, retiring or redeeming any shares of any class of capital stock of ActaMed or any Subsidiary or any warrants, options or other rights to purchase any such shares. (d) Neither ActaMed nor any of its Subsidiaries will amend or change its articles of incorporation or bylaws, or violate or breach any of the provisions thereof. (e) Without the consent of a majority of the Board of Directors: (i) Other than debt in an amount no greater than $2,000,000 incurred to fund the cash portion of the Purchase Price, ActaMed shall not create, incur or suffer to exist, or permit any Subsidiary to create, incur or suffer to exist, any debt other than: (a) debt existing on the date hereof and included in the ActaMed Financial Statements or incurred in the ordinary course of business between the date of the ActaMed Financial Statements and the date hereof, and any renewals or replacements of such debt not exceeding the principal amount of the debt being replaced or renewed; and (b) debt not in excess of $1,000,000 in the aggregate in any one calendar year. (ii) ActaMed shall not create or suffer to exist, or permit any Subsidiary to create or suffer to exist, any obligations for the payment of rent for any property under leases or agreements to lease, other than obligations for (a) the payment of rent which, in the aggregate, do not exceed $1,000,000 annually and (b) payments under leases set forth on DISCLOSURE SCHEDULE 3.2. (iii) ActaMed shall not acquire, or permit any Subsidiary to acquire, directly or indirectly, the assets of or equity interests in any other business or entity, whether by purchase, merger consolidation or otherwise in excess of $1,000,000. (iv) ActaMed shall not effect an initial Public Offering of any equity securities, other than equity securities issued in a merger, totaling less than $15,000,000 (before discounts and commissions) in gross proceeds to ActaMed, and at a per share price of less than 2.5 times the then existing conversion price of the Series A Preferred Stock.

Business and Financial Covenants. ActaMed The Company covenants that: (a) Except for shares issued Without the prior written consent of the holders of not less than a majority of the outstanding Preferred Shares voting separately as a class: (1) Merger, Consolidation, Acquisitions, Sale of Assets. (i) The Company shall not merge, effect a liquidation or statutory share exchange, consolidate with, or otherwise engage in any transaction or series of related transactions which results in a change of control or permit any Subsidiary to merge, effect a liquidation or statutory share exchange, or consolidate with, any entity or otherwise effect a change of control. (ii) The Company shall not sell, assign, lease or otherwise dispose of, or permit any Subsidiary to sell, assign, lease or otherwise dispose of, all or substantially all of its assets (whether now owned or hereafter acquired). (iii) Except for up to 4,000,000 shares of Common Stock of the Company which may be issued upon the exercise of options granted in accordance with under the Stock Option PlansCompany's Employee Incentive Plan pursuant to option grants having a per share exercise price of not less than fair market value on the date of grant as determined by the Board of Directors, the Articles and the Stockholders Agreement, (ii) upon conversion of shares of Preferred Stock, (iii) in connection with a Public Offering, (iv) upon exercise of the Warrant, or (v) as permitted under the Articles and the Stockholders Agreement, ActaMed Company will not, and will not permit any of its SubsidiariesSubsidiary to, to hereafter issue or sell any shares of capital stock or any securities convertible into, or any warrants, rights, or options to purchase shares of, the capital stock of ActaMed the Company or such Subsidiary to any Person person or entity other than ActaMedthe Company, and ActaMed the Company will not pledge any of the capital stock of any Subsidiary to any Personperson or entity. ActaMed will notNotwithstanding the foregoing, in any event, the Company may issue or sell any 679,998 shares of Series D B Preferred Stock to any Person other than SBCL or its Affiliates. (b) Except as expressly permitted by the Articles or the Stockholders Agreement, ActaMed shall not (except for the advancement of money for expenses in the ordinary course of business) make, or permit any of its Subsidiaries to make, any loans or advances to any Person or have outstanding any investment in any Person, whether by way of loan or advance to, or by the acquisition of the capital stock, assets or obligations of, or any other interest in, any Person. (c) Except as expressly permitted herein or by the Articles or the Stockholders Agreement, neither ActaMed nor any of its Subsidiaries shall declare or make (i) any payment or the incurrence of any Liability to make any payment in cash, property or other assets as a dividend or other distribution in respect of any shares of capital stock of ActaMed or any Subsidiary, excluding, however, any dividends payable to ActaMed by a Subsidiary or dividends which may be payable solely in ActaMed Common Stock or the common stock of any Subsidiary and (ii) except as otherwise permitted by the Transaction Documents or a stock option agreement under the Stock Option Plans, any payment or the incurrence of any Liability to make any payment in cash, property or other assets for the purposes of purchasing, retiring or redeeming any shares of any class of capital stock of ActaMed or any Subsidiary or any warrants, options or other rights to purchase any such shares. (d) Neither ActaMed nor any of its Subsidiaries will amend or change its articles of incorporation or bylaws, or violate or breach any of the provisions thereof. (e) Without the consent of a majority of the Board of Directors: (i) Other than debt in an amount no greater than $2,000,000 incurred to fund the cash portion of the Purchase Price, ActaMed shall not create, incur or suffer to exist, or permit any Subsidiary to create, incur or suffer to exist, any debt other than: (a) debt existing on the date hereof and included in the ActaMed Financial Statements or incurred in the ordinary course of business between the date of the ActaMed Financial Statements and the date hereof, and any renewals or replacements of such debt not exceeding the principal amount of the debt being replaced or renewed; and (b) debt not in excess of $1,000,000 in the aggregate in any one calendar year. (ii) ActaMed shall not create or suffer to exist, or permit any Subsidiary to create or suffer to exist, any obligations for the payment of rent for any property under leases or agreements to lease, other than obligations for (a) the payment of rent whichStock, in the aggregate, do not exceed $1,000,000 annually to Josexx Xxxxxxxx, Xxllxxx Xxxxxxx, Xxvix X. Xxxxx, Xxrrx X. Xxxxxxxxxx xxx Capital Insights Growth Investors, L.P. on the same terms and (b) payments under leases set forth on DISCLOSURE SCHEDULE 3.2. (iii) ActaMed shall not acquireconditions as contained in this Agreement including, or permit any Subsidiary to acquire, directly or indirectlywithout limitation, the assets conditions that such individuals become parties to this Agreement, the Stockholders' Agreement and Registration Rights Agreement and that the Purchasers receive the opinion of or equity interests Wyche, Burgess, Freexxx & Xarhxx, X.A., counsel for the Company, dated concurrently with and relating to such issuance, in any other business or entitythe form and substance satisfactory to the purchasers and the Purchasers' counsel covering such matters as the Purchasers and their counsel may reasonably request, whether by purchaseprovided however; that such issuance must close no later than August 4, merger consolidation or otherwise in excess of $1,000,0001999. (iv) ActaMed shall not effect an initial Public Offering of any equity securities, other than equity securities issued in a merger, totaling less than $15,000,000 (before discounts and commissions) in gross proceeds to ActaMed, and at a per share price of less than 2.5 times the then existing conversion price of the Series A Preferred Stock.