FRONTIER. Frontier is a corporation duly organized and existing under the laws of the State of Washington, with its principal executive offices located in Everett, Washington. Frontier is a registered financial holding company.
FRONTIER. During the Term of this Agreement, JUNIPER shall have the exclusive right to perform the JUNIPER Product services contemplated by this Agreement, and FRONTIER agrees that during the Term hereof it shall not by itself or in conjunction with others, directly or indirectly, or through any parent, affiliate or subsidiary, offer or endorse, or enter into any agreement with others for the provision of credit card product or credit card product related products or services to FRONTIER Members. For the purposes of this Section 16, charge cards and related services shall be deemed to be a credit card product.
FRONTIER. Frontier is a corporation duly organized and existing in good standing under the laws of the State of Washington, with its principal executive offices located in Everett, Washington. Frontier is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As of June 30, 2005, Frontier had capital of $273,551,560, divided into common stock of $128,241,650, comprehensive income of $3,886,956, and retained earnings of $141,422,954. As of the Execution Date, Frontier has 100,000,000 authorized shares of common stock, no par value per share ("Frontier Common Stock"), of which 24,409,918 shares of Frontier Common Stock are issued and outstanding, and has 10,000,000 authorized shares of preferred stock, no par value per share, of which no shares are issued and outstanding.
FRONTIER. Except as set forth in the disclosure letter delivered to Xxxxx concurrently with the execution hereof (the “Frontier Disclosure Letter”) in accordance with Section 8.18 or as disclosed with reasonable specificity in the Frontier Reports (as defined in Section 4.7), Frontier represents and warrants to Xxxxx and Merger Sub that:
FRONTIER. Frontier represents and warrants to the Aspect Employees that: (i) the Frontier Common Stock, upon issuance to the Aspect Employees, will be duly and validly issued and fully paid and non-assessable, free and clear of any preemptive rights; (ii) Frontier has full and corporate power and authority to enter into this Agreement and to perform it obligations hereunder and to consummate the transactions contemplated hereby; (iii) this Agreement constitutes a legal, valid and binding obligation of Frontier, enforceable against Frontier in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies; and (iv) prior to the stock issuances contemplated by this Agreement and the Acquisition Agreement, the authorized capital stock of Frontier consists of 40,000,000 shares of common stock, par value $.01 per share, of which 9,890,906 shares are issued and outstanding, and 5,000,000 share of preferred stock, par value $.01 per share, of which 85,061 share are issued and outstanding.
FRONTIER. Frontier represents and warrants to JEDI that (i) the Conversion Shares, upon issuance to JEDI, will be (A) duly and validly issued and fully paid and non-assessable, free and clear of any preemptive rights, (B) upon the effectiveness of the Form SB-2 resale registration statement, registered under the Securities Act of 1933, as amended, and freely tradeable without volume trading limitations or otherwise, and (C) based upon JEDI's representations set forth in Section 4(b) hereof (the accuracy of which are hereby assumed), issued to JEDI in a transaction that is exempt from registration under federal and state securities laws; (ii) Frontier has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby; and (iii) this Agreement constitutes a legal, valid and binding obligation of Frontier, enforceable against Frontier in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' generally and by equitable limitations on the availability of specific remedies. In addition, the representations and warranties of Frontier, Esenjay and Aspect contained in Articles IV, VI and VII, respectively, of the Acquisition Agreement are incorporated herein and hereby made by Frontier to JEDI. Frontier hereby (i) represents and warrants to JEDI that such representations and warranties are true and correct as of the date hereof, (ii) agrees that whenever such representations and warranties refer to assets and properties, such assets and properties include the Aspect Assets and the Esenjay Assets (as such terms are defined in the Acquisition Agreement), (iii) agrees that whenever such representations are warranties refer to Related Documents (as such term is defined in the Acquisition Agreement), such documents include this Agreement, and (iv) agrees to indemnify and hold harmless JEDI for (x) any breach of or inaccuracy in such representations and warranties and the other representations and warranties of Frontier herein and (y) any breach of covenants contained in this Agreement, all in accordance with the provisions of Article XV of the Acquisition Agreement with JEDI being deemed a party indemnified thereunder.
FRONTIER. During the Term, Barclays shall have the exclusive right to [***].
