Specified Material Contracts Clause Samples
Specified Material Contracts. Except as set forth in Section 4.12(a) of the Disclosure Schedule, the Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by any:
(i) Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business;
(ii) Contracts: (x) with any Employee and any offer letters for employment or consulting with the Company, that (A) provide for anticipated annual compensation or other payments in excess of $75,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (y) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $75,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount;
(iii) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement);
(iv) Contracts with any present or former officer, member or manager of the Company, or any Affiliate of such officer, member or manager (other than Company Plans, but specifically including any employment agreements that are not terminable at will without severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, member, manager or Affiliate, in each case, other than advances or reimbursements for business expenses consistent with the Company’s policy and past practice;
(v) Contracts under which the Company has advanced or loaned any money to any of the Employees or Affiliates of the Company where there is still an outstanding amount due to the Company under such Contract, other than advances or reimbursements for business expenses consistent with the Company’s policy and past practice;
(vi) Contr...
Specified Material Contracts. Schedule 3.12.1 sets forth a list of all of the following Contracts to which any Acquired Company is a party or by which it is bound (each, a “Material Contract”):
(a) all Contracts, other than a Company Plan, that obligate any Acquired Company to pay or repay an amount in cash, goods, services or materials of $100,000 or more in any consecutive 12-month period;
(b) all Contracts, other than a Company Plan, that entitles any Acquired Company to receive, an amount in cash, goods, services or materials of $250,000 or more in any consecutive 12-month period;
(c) all Contracts that by their terms contain exclusivity or most favored nation obligations binding any Acquired Company, non-solicitation binding any Acquired Company, any rights of first refusal or rights of first offer binding any Acquired Company, or non-competition or other similar restrictions that restrict the ability of any Acquired Company to (i) compete in any geographical area or engage in any line of business, (ii) sell, license, manufacture or otherwise distribute any of its Technology or products, or from providing services, to customers or potential customers, or (iii) acquire any product, property, or other asset, or any services;
(d) all Contracts for the sale of any of the assets of any Acquired Company or for the grant to any Person of any preferential rights to purchase any of its assets, in each case, other than in the Ordinary Course of Business, for consideration in excess of $250,000;
(e) all Contracts creating or relating to joint ventures; joint development; strategic alliance or any sharing of revenues, profits, losses, or liabilities; or partnerships;
(f) all Contracts entered into in the past year relating to the acquisition (by merger, purchase of stock or assets, or otherwise) by any Acquired Company of any operating business or material assets or the capital stock of any other Person;
(g) any separation agreement or settlement agreement with any Person under which any Acquired Company has any current actual or potential Liability, as well as any settlement agreement, consent decree, or other similar agreement with any Governmental Authority;
(h) any Contract with any labor union or other labor organization;
(i) any employment or consulting Contract with any employee or other service provider of any Acquired Company (i) that provides for total annual base compensation in excess of $200,000 and/or (ii) that are not terminable at-will by such Acquired Company without advance ...
Specified Material Contracts. The Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by:
(a) Any Contracts that purport to materially limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business;
(b) Any Contracts that provide for an obligation or an anticipated obligation for a payment in excess of $10,000 for any individual or Person, including any Contracts with individuals providing for any commission-based payments in excess of such amount;
(c) Any voting agreements or registration rights agreements relating to Company Capital Stock to which the Company is a party;
(d) Any Contract with any supplier or provider of goods or services involving consideration in excess of $10,000 in the current or either of the two previous fiscal years;
(e) Any Contract with a Related Party;
(f) Any Contract (other than as set forth above) necessary to utilize the Company’s Intellectual Property Rights, including, but not limited to, any Contracts that if terminated would have potential to have a Company Material Adverse Effect on the Company’s ability to utilize the Company’s Intellectual Property Rights; and
(g) Any Contract to enter into or negotiate the entering into of any of the foregoing.
Specified Material Contracts. Except as set forth on Section 3.12.1 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, has any obligations, rights or benefits under, or has their respective assets or properties bound by:
(a) any Contracts that purport to limit, curtail or restrict the ability of the Company, its Subsidiaries or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its Subsidiaries or Affiliates may do business;
(b) any Contracts: (i) with any Employee and any offer letters for employment or consulting with the Company or any of its Subsidiaries, that provide for anticipated annual base compensation in excess of $150,000 for any individual (other than employment offers terminable at will with no severance or acceleration Liability); and (ii) with any Consultant and any offer letters to enter into consulting agreements with the Company or any of its Subsidiaries, that provide for anticipated annual base payments in excess of $150,000 for any individual;
(c) any Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement);
(d) any Contract with a Related Party (other than employment agreements and independent contractor agreements entered into in the Ordinary Course of Business);
(e) any Contracts granting any power of attorney with respect to the affairs of the Company or any of its Subsidiaries or otherwise conferring agency or other power or authority to bind the Company or any of its Subsidiaries other than to officers and attorneys in the Ordinary Course of Business;
(f) any partnership or joint venture agreements;
(g) Contracts for the acquisition, sale or lease of properties or assets other than in the Ordinary Course of Business, in each case, entered into since January 1, 2015 or which have surviving material rights or ongoing obligations;
(h) any Contracts with a Governmental Authority (other than customer contracts with public universities and public research institutions);
(i) any Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by the Company or any of its Subsidiaries, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by the Company or any of its Subsidiaries (in each case, other than credit cards with an aggregate credit limit of less than $500,000), or any guarantees of the foregoing by third ...
Specified Material Contracts. Except for the Contracts listed as exhibits to the Company Form S-1, no member of the Company Group is a party to, has any obligations, rights or benefits under, or has any of its assets or properties bound by any:
(i) Contracts that purport to limit, curtail or restrict in any material manner the ability of any member of the Company Group or its respective Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom any member of the Company Group or any of its respective future Subsidiaries or Affiliates may do business;
(ii) Any material partnership or joint venture agreements;
(iii) Any Contracts to perform any material amount of service or sell or lease any material amount of product which grants the other party or any third party “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; or
(iv) Contracts relating to the disposition or acquisition of any material amount of assets outside the Ordinary Course of Business or any ownership interest in any entity.
Specified Material Contracts. The Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by:
(a) Except as set forth in Schedule 3.12.1(a), any Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business;
Specified Material Contracts. The Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by:
(a) Except as set forth in Schedule 3.12.1(a), any Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business;
(b) Except as set forth in Schedule 3.12.1(b), any Contracts: (i) with any Employee and any offer letters for employment or consulting with the Company, that (A) provide for anticipated annual compensation or other payments in excess of $50,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (ii) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $50,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount;
(c) Except as set forth in Schedule 3.12.1(c), any Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement);
(d) Except as set forth in Schedule 3.12.1(d), any Contracts with any present or former officer, director or Stockholder of the Company, or any Affiliate of such officer, director or Stockholder (other than employment offers terminable at will with no severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, director, Stockholder or Affiliate, in each case, other than (i) advances or reimbursements for travel and entertainment expenses consistent with Company policy and practice or (ii) employee benefits generally available to Employees (including stock options);
(e) Except as set forth in Schedule 3.12.1(e), any Contracts under which the Company has advanced or loaned any money to any of the Employees or Affiliates of the Company...