EFTA01202827Set 9
2014-08-1232p8,719w
majority of the outstanding shares of
the Series B preferred stock (collectively, the "Requisite Company Votes"), to consummate the
Sale and other transactions contemplated by this Agreement.
(a) The board ... Company (or action by
written consent in lieu thereof) for approval by the Requisite Company Votes; and
(iv) recommending to the stockholders of the Company that they adopt this Agreement ... necessary corporate action on the part of
the Company, subject to the Requisite Company Votes.
Section 2.3 Enforceability. This Agreement has been duly executed and
delivered by the Company
https://www.justice.gov/epstein/files/DataSet%209/EFTA01202827.pdf
EFTA01083921Set 9
2014-08-0834p8,276w
majority of the outstanding shares of
the Series B preferred stock (collectively, the "Requisite Company Votes"), to consummate the
Sale and other transactions contemplated by this Agreement.
(a) The board ... necessary corporate action on the part of
the Company, subject to the Requisite Company Votes.
Section 2.3 Enforceability. This Agreement has been duly executed and
delivered by the Company ... course of business of the Company after
such date.
Section 2.5 Voting. The Requisite Company Votes are the only votes of the
holders of any class or series
https://www.justice.gov/epstein/files/DataSet%209/EFTA01083921.pdf
EFTA01202770Set 9
2014-08-0815p4,461w
majority of the outstanding shares of the Series B Preferred Stock
(collectively, the "Requisite Company Votes"), to consummate the Sale and other transactions
contemplated by this Agreement.
(b) The board ... necessary corporate action on the part of
the Company, subject to the Requisite Company Votes.
3
DeeN: USI:9538113v2
EFTA01202773
Section 2.3 Enforceability. This Agreement has been duly executed ... course of business of the Company after such date.
Section 2.5 Voting. The Requisite Company Votes are the only votes of the
holders of any class or series
https://www.justice.gov/epstein/files/DataSet%209/EFTA01202770.pdf
EFTA01080434Set 9
2014-03-2827p8,444w
event that the Company's Board of Directors and the holders of a
majority of the outstanding shares of Preferred Stock, voting together as a single class ... Series 6-A Preferred being subject to the Regulatory Voting
Restriction) (collectively, the "Requisite Approval") approve a sale of the Company or all or
substantially all of the Company ... structured as
a merger or consolidation of the Company, or a sale of all or substantially all of the Company's
assets, each Key Holder and Investor agrees
https://www.justice.gov/epstein/files/DataSet%209/EFTA01080434.pdf
EFTA00300260Set 9
2011-03-0938p8,534w
converted basis (collectively, the "Requisite Approval") approve a sale of the Company or all or
substantially all of the Company's assets whether by means of a merger, consolidation ... structured as
a merger or consolidation of the Company, or a sale of all or substantially all of the Company's
assets, each Key Holder and Investor agrees ... capacity other than
solely as a director).
(e) The Company or the Investors constituting the Requisite Approval (or
agent thereof) shall give the Key Holders and the Investors at least
https://www.justice.gov/epstein/files/DataSet%209/EFTA00300260.pdf
EFTA01069550Set 9
2007-07-1342p17,867w
sold by the Company as determined by
the Company.
(c) In connection with any Underwritten Offering under this Section 5.2, the Company shall not be required to include the Registrable ... Form S-3- ) to the Company, any of the Shareholders may by written notice delivered to the
Company (the "Shelf Notice") require the Company to file as soon as practicable ... contemplated by Section 5.6(aXx) and, if so directed by the Company, deliver to the Company, at the
Company's expense. all copies. other than permanent file copies. then
https://www.justice.gov/epstein/files/DataSet%209/EFTA01069550.pdf
EFTA01121162Set 9
2007-07-1345p17,604w
sold by the Company as determined by the Company.
(c) In connection with any Underwritten Offering under this Section
5.2, the Company shall not be required to include the Registrable ... Form S-3") to the Company, any of the
Shareholders may by written notice delivered to the Company (the "Shelf Notice") require the
Company to file as soon as practicable ... Section 5.6(a)(x)
and, if so directed by the Company, deliver to the Company, at the Company's expense, all
copies, other than permanent file copies, then in such
https://www.justice.gov/epstein/files/DataSet%209/EFTA01121162.pdf
EFTA02698238Set 11
2011-03-0934p8,295w
converted basis (collectively, the "Requisite Approval") approve a sale of the Company or all or
substantially all of the Company's assets whether by means of a merger, consolidation ... structured as
a merger or consolidation of the Company, or a sale of all or substantially all of the Company's
assets, each Key Holder and Investor agrees ... capacity other than
solely as a director).
(e) The Company or the Investors constituting the Requisite Approval (or
agent thereof) shall give the Key Holders and the Investors at least
https://www.justice.gov/epstein/files/DataSet%2011/EFTA02698238.pdf
EFTA00289560Set 9
2012-12-28122p36,197w
Proceeds. In accordance with the directions of the Company's Board of
Directors, the Company will use the proceeds from the sale of the Shares for product
development and general ... Company is a corporation duly organized and
existing under the laws of the State of Delaware and is in good standing under such laws. The
Company has the requisite corporate ... WESTN240047077.6 2
EFTA00289561
3.2 Corporate Power. The Company has all requisite corporate power to enter into
this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289560.pdf
EFTA00289691Set 9
2012-12-2831p8,147w
Proceeds. In accordance with the directions of the Company's Board of
Directors, the Company will use the proceeds from the sale of the Shares for product
development and general ... Company is a corporation duly organized and
existing under the laws of the State of Delaware and is in good standing under such laws. The
Company has the requisite corporate ... WESTN240047077.6 2
EFTA00289692
3.2 Corporate Power. The Company has all requisite corporate power to enter into
this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289691.pdf
EFTA00583654Set 9
35p18,086w
Company,
effective as of the date set forth in such notice or the date such notice is delivered to the
Company, whichever of such dates shall be later. The Company ... Company, whichever is later;
6) On the date stipulated therefor in a written notice of resignation thereby delivered to
the Company or upon its delivery to the Company, whichever ... Company.
44.2 Any notice delivered to the Company pursuant to Article 44.1 shall become
effective on the date specified therefore therein or upon delivery thereof to the Company,
whichever
https://www.justice.gov/epstein/files/DataSet%209/EFTA00583654.pdf
EFTA01120975Set 9
2013-12-1260p20,787w
Company any shares of the Company's capital
stock, or any securities convertible into or exchangeable for shares of the Company's capital
stock. All outstanding shares of the Company ... Disclosure Schedule lists all Company Intellectual Property. Neither the Company, the
Company's products, nor any software or technology developed by or for the Company is subject
to any obligation ... Company is
affiliated or with which the Company has a business relationship, or any firm or corporation
which competes with the Company.
2.13 Rights of Registration and Voting Rights. Except
https://www.justice.gov/epstein/files/DataSet%209/EFTA01120975.pdf
EFTA01117942Set 9
2014-02-1455p12,035w
currently threatened in writing against the Company or, to the
Company's knowledge, against any officer, director or employee of the Company in connection
with such officer's, director ... Company's business by the employees and independent contractors of the
Company, nor the conduct of the Company's business as now conducted, will, to the Company's
knowledge, conflict ... publicly
traded company that may compete with the Company. To the Company's knowledge, none of
the Company's shareholders, key employees, officers or directors or any members of their
https://www.justice.gov/epstein/files/DataSet%209/EFTA01117942.pdf
EFTA01120919Set 9
2011-06-1619p9,238w
currently threatened in writing against the Company or, to the
Company's knowledge, against any officer, director or employee of the Company in connection
with such officer's, director ... Company's business by the employees and independent contractors of the
Company, nor the conduct of the Company's business as now conducted, will, to the Company's
knowledge, conflict ... outstanding capital stock of) any publicly
traded company that may compete with the Company. To the Company's knowledge, none of
the Company's shareholders, key employees, officers or directors
https://www.justice.gov/epstein/files/DataSet%209/EFTA01120919.pdf
EFTA00286999Set 9
2011-06-1633p10,274w
currently threatened in writing against the Company or, to the
Company's knowledge, against any officer, director or employee of the Company in connection
with such officer's, director ... Company's business by the employees and independent contractors of the
Company, nor the conduct of the Company's business as now conducted, will, to the Company's
knowledge, conflict ... outstanding capital stock of) any publicly
traded company that may compete with the Company. To the Company's knowledge, none of
the Company's shareholders, key employees, officers or directors
https://www.justice.gov/epstein/files/DataSet%209/EFTA00286999.pdf