Affiliate and Related Party Transactions. Any transactions, including but not limited to loans, leases, agreements, contracts, royalty agreements, management or compensation contracts or arrangements or other continuing transactions between (a) the Company or any subsidiary on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company, or any of its subsidiaries, or any person owning any capital stock of the Company or any subsidiary or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder shall require the consent of the Purchaser. Purchaser acknowledges and agrees that this section shall not apply to currently ongoing arrangements between the Company and related parties, which have been previously disclosed to Purchaser, such as with respect to air transportation.
Affiliate and Related Party Transactions. Except as set forth in Exhibit D, there are no existing Contracts, transactions, indebtedness or other arrangements, or any related series thereof, between the Company or any Subsidiary, on the one hand, and the Seller or any Affiliate of the Seller (including directors, officers or immediate family members of the Seller or any Affiliate), on the other hand (“Related Party Agreements”).
Affiliate and Related Party Transactions. Until such date as Investor no longer holds at least 5% of the Shares acquired by Investor on the date hereof, except for (a) employment Contracts, (b) grants or issuances of shares of Common Stock or options, warrants or rights therefor to employees, officers or directors pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or stock awards that are approved by the Company board of directors, and (c) Contracts with Shenzhen Syscan Technology (or its successor) for the development, production, manufacture and shipment of products, in each case entered into in the ordinary course of business consistent with past practice, Company shall not, without the prior written consent of Investor, enter into any agreement or arrangement with any Affiliate of Company, any director or executive officer of Company, or that would otherwise be required to be reported by Company pursuant to Item 404 of Regulation S-K promulgated by the SEC.
Affiliate and Related Party Transactions. Without the prior approval of the Purchaser, neither the Company nor any of its Subsidiaries shall permit any Affiliate or other related party to enter into a transaction with the Company or any of its Subsidiaries except for (i) transactions in the ordinary course, and pursuant to the reasonable requirements, of the Company’s business and upon fair and reasonable terms that are fully disclosed to the Purchaser prior to consummation thereof and are no less favorable to the Company or applicable Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of the Company or any of its Subsidiaries and (ii) payment of reasonable compensation to employees and directors’ fees, in each case consistent with past practice.
Affiliate and Related Party Transactions. No Person covered by Item 404 of Regulation S-K has entered into any transactions with the Company or any of its Subsidiaries that were required to be disclosed by Item 404 of Regulation S-K but were not so disclosed in the Company SEC Documents. Other than such contracts, arrangements or shared interests between the Company and its Subsidiaries disclosed in Section 3.14(a)(ii)(E) of the Company Disclosure Schedule or disclosed pursuant to Item 404 of Regulation S-K in the Company SEC Documents, except for the ownership of less than 3% of the outstanding equity interests of any publicly traded entity, no director or executive officer holds, directly or indirectly: (a) any interest in any entity that purchases from or sells or furnishes to the Company or its Subsidiaries any goods or services involving an amount in excess of $25,000 annually; (b) a beneficial interest in any Company Material Contract; or (c) any interest in Intellectual Property used in the conduct of business of the Company or its Subsidiaries.
Affiliate and Related Party Transactions. Section 4.22 of the Disclosure Schedules sets forth a complete list and description of all transactions and agreements between the Business on the one hand and any other business units of Seller or any Affiliates of Seller, on the other hand. All such transactions and agreements have been entered into in the ordinary course of business and contain terms no less favorable to the Business than would have been received in an arms-length transaction. No employee, officer, or director of or consultant to Seller or any of its Affiliates, or member of his or her immediate family, has any cause of action or other claim whatsoever against, or is indebted to Seller or any of its Affiliates (with respect to the Business), nor does Seller or any of its Affiliates (with respect to the Business) have any cause of action or other claim whatsoever against, or owe any indebtedness (or are committed to make loans or extend or guarantee credit) to any of them, other than: (i) for payment of salary or fees (in the case of consultants) for services rendered; (ii) reimbursement for reasonable expenses incurred; and (iii) for other standard employee benefits made generally available to all employees. None of such Persons has any direct or indirect ownership interest in any firm or corporation with which Seller or any of its Affiliates are affiliated or with which Seller or any of its Affiliates (in each case with respect to the Business) has a business relationship, or any firm or corporation that competes with the Business, or is an officer, director, employee or consultant of any Person which is a competitor of the Business, or owns, directly or indirectly, in whole or in part, or maintains any direct or indirect interest in, any tangible or intangible property used in the conduct of the Business. No member of the immediate family of any officer or director of Seller or any of its Affiliates is directly or indirectly interested in any material agreement, contract or commitment with the Business.
Affiliate and Related Party Transactions. Neither the Company nor any Company Subsidiary is party to any transactions with any director, officer, employee or Affiliate of the Company, other than (a) compensation paid to directors, officers or employees and (b) intercompany transactions between the Company and any Company Subsidiaries or between Company Subsidiaries. No person covered by Item 404 of Regulation S-K has entered into any transactions with the Company or any Company Subsidiary required to be disclosed by Item 404 of Regulation S-K that has not been so disclosed.
Affiliate and Related Party Transactions. Schedule 4.19 of the Disclosure Schedule sets forth a true and complete list of all Contracts (the “Affiliate Contracts”) in effect since the date of the Latest Balance Sheet between the Company or its Subsidiaries on the one hand, and Seller or any of its Related Parties or any of their respective officers, directors, members, managers, partners or employees on the other hand, including pursuant to which (a) services or assets are to be provided or (b) any interest in any asset, property or right, tangible or intangible, is used by the Company or any of its Subsidiaries.
Affiliate and Related Party Transactions. The Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all (a) transactions since October 1, 2010 between the Company, on the one hand, and any director or officer of the Company or any Person that, based on a Schedule 13G or Schedule 13D filed with the SEC, beneficially owns 10% or more of the Company Common Stock as of the date of this Agreement (each, individually, a “Related Party”), on the other hand, which provide for payments to or from the Company in an amount greater than $60,000, other than compensation paid to directors or officers in the ordinary course of business; and (b) agreements, arrangements or understandings between the Company, on the one hand, and any Related Party, on the other hand, that involve continuing liabilities or obligations of the Company in an amount greater than $60,000, in each case except for Contracts and transactions described in the Company SEC Reports. No person covered by Item 404 of Regulation S-K has entered into any transactions with the Company required to be disclosed by Item 404 of Regulation S-K that has not been so disclosed.
Affiliate and Related Party Transactions. Except as set forth on Schedule 3.12, neither Seller or its Affiliates nor any of the members, managers, partners, directors, officers and other Affiliates (other than, for this purpose, any of the Rangeland Entities) of any of the Rangeland Entities (collectively, the “Related Persons”) (a) is a party to any agreement, contract, commitment or transaction with any of the Rangeland Entities or has any interest in any assets or property used in the COLT Business, (b) owes any amount to any of the Rangeland Entities nor does any of the Rangeland Entities owe any amount to (or has committed to make any loan or extend or guarantee credit to or for the benefit of) any Related Person, (c) is involved in any business arrangement or other relationship with any of the Rangeland Entities, or (d) has any claim or cause of action against any of the Rangeland Entities.
