Company Significant Contract means a legally binding, executory contract to which the Company is a party: (i) under which future expenditures required to be made by the Company in the current fiscal year or any future twelve (12) month period exceed $[***]; (ii) pursuant to which the Company has licensed from any third party any patent, trademark registration, service xxxx registration, trade name or copyright registration, other than any nonexclusive license that is available to the public generally; (iii) granting exclusive rights to any third party to any patents, trademark registrations, service xxxx registrations, trade names or copyright registrations owned by the Company; (iv) evidencing Indebtedness of $[***] or more; (v) creating any partnership or joint venture between the Company and any third party or providing for any sharing of profits or losses by the Company with any third party; (vi) any agreements for the distribution of the Company’s products; (vii) containing covenants limiting the freedom of the Company to compete in any line of business or with any third party; (viii) that is a managed care or group purchasing organization contract; or (ix) that constitutes a lease agreement under which future expenditures required to be made by the Company in the current fiscal year or any future twelve (12) month period exceed $[***]. The Company has made available to Purchaser or Purchaser’s legal or financial advisor a correct and complete copy of each Company Significant Contract.
Company Significant Contract any Contract constituting a Company Employee Agreement pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any severance, termination or similar payment in excess of $100,000 to any Company Employee (except as may be required by applicable Legal Requirements);
Company Significant Contract means a legally binding, executory Contract to which the Company is a party or is subject:
Examples of Company Significant Contract in a sentence
The Company has made available to Purchaser or Purchaser’s legal or financial advisor a correct and complete copy of each Company Significant Contract.
The Company has delivered or made available to Parent an accurate and complete copy of each Company Contract that constitutes a Company Significant Contract.
To the extent that the approval, consent, or waiver of a Third Party is required in connection with the transfer of any Company Significant Contract to the Company as contemplated by the Transactions and such approval, consent, or waiver has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful.
To the extent that the Company is provided with benefits of any such Company Significant Contract, the Company shall perform the obligations of Seller Parties thereunder.
The Company has delivered to Parent an accurate and complete copy of each Company Contract that constitutes a Company Significant Contract.
More Definitions of Company Significant Contract
Company Significant Contract shall have the meaning set forth in Section 2.9 of the Agreement.
Company Significant Contract shall be defined as a Government Prime Contract, Government Subcontract or other contract, other than a Company Material Contract, that provides for aggregate noncontingent payments by or to the Company or any of its Subsidiaries in excess of $500,000 annually. Notwithstanding anything in this Section 3.14(a), the terms, “Company Material Contract” and “Company Significant Contract” shall not include any contract that (i) is terminable upon 90 days’ or less notice without penalty or premium (other than a Government Contract), (ii) will be fully performed or satisfied or will expire as of or prior to the Closing or (iii) is solely between the Company and one or more of its Subsidiaries or is solely between the Company’s Subsidiaries. The Company has heretofore made available to Parent a complete and correct copy of each Company Material Contract, including any amendments or modifications thereto.
Company Significant Contract shall have the meaning set forth in Section 3.14(a).
Company Significant Contract means any Contract which is material to the Company including, without limitation, each of the following:
Company Significant Contract means a legally binding contract to which any of the Acquired Corporations is a party: (i) under which future expenditures required, or reasonably expected, to be made by any of the Acquired Corporations exceed $100,000 (excluding any amounts paid or advanced on behalf of and to be reimbursed by a third party); (ii) pursuant to which any of the Acquired Corporations has licensed from any Person any Material Company IP Rights; (iii) pursuant to which any of the Acquired Corporations has granted rights to any third party to any Company IP Rights (other than material transfer agreements substantially in the form of the templates thereof delivered or made available to Parent or Parent’s legal or financial advisor); (iv) evidencing indebtedness for, or a guarantee by any of the Acquired Corporations of indebtedness for, borrowed money of $100,000 or more; (v) creating any partnership or joint venture between any of the Acquired Corporations and any third party or providing for any sharing of profits or losses by any of the Acquired Corporations with any third party; (vi) containing covenants limiting the freedom of any of the Acquired Corporations or their affiliates to compete in any line of business or with any third party; (vii) that constitutes a Real Property Lease Agreement; (viii) that was entered into outside the ordinary course of business, (ix) that provides rights to investors or shareholders; or (x) providing for royalty payments by any of the Acquired Corporations. The Company has delivered or made available to Parent or Parent’s legal or financial advisor a copy of each Company Significant Contract.
Company Significant Contract shall have the meaning as set forth in Section 2.8(a).
Company Significant Contract means a legally binding, executory Contract to which the Company is a party that is: (i) a material contract containing covenants limiting the freedom of the Company to engage in any line of business in any geographic area or to compete with any Person that materially limits the conduct of the business of the Company as presently conducted, including limitations on the Company’s freedom to enter into other contracts, in each case except for any contract made in the ordinary course of business; (ii) an employment contract that has an annual future salary liability in excess of $75,000 and is not terminable by the Company by notice of not more than 90 days for a cost of less than $75,000; (iii) a material contract with any officer, director or employee of the Company (other than employment contracts covered by clause (ii) above); (iv) a contract or instrument under which (a) any Person has guaranteed liabilities of the Company or (b) the Company has guaranteed liabilities of any Person (in each case, which guarantee obligation exceeds $50,000, or the aggregate of which guarantee obligations exceed $100,000, and is in effect on the date hereof); (v) a contract which (A)(1) provides for payments by the Company after the date hereof in excess of $50,000 during any one-year period or $100,000 over the term of the contract and (2) is not terminable by the Company for a cost of less than $100,000 or (B) provides for any indebtedness for borrowed money in excess of $50,000; (vi) a mortgage, pledge, security agreement, deed of trust or other instrument creating an encumbrance upon any assets of the Company that are material, individually or in the aggregate, to the Company’s business; (vii) a contract for the sale of any of the Company’s material assets after the date hereof; (viii) a contract or instrument providing for indemnification by the Company of any Person with respect to liabilities arising out of any business activities of the Company; (ix) an agreement to pay any person a severance payment or bonus in excess of $25,000 in connection with the transactions contemplated in this Agreement; (x) an agreement pursuant to which the Company has licensed from any third party any patent, trademark registration, service mxxx registration, trade name or copyright registration, other than any nonexclusive license that is available to the public generally, including the Research, Development and Commercialization Agreement between the Company and Hxxxxxx-Xx Xxxxx Ltd, ...