Common use of Agreements and Transactions with Related Parties Clause in Contracts

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.24, and except as disclosed in the Company Financial Statements, the Company is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholder, (b) any person related by blood, adoption or marriage to any Shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and, collectively, as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.24, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the Company.

Appears in 2 contracts

Samples: Share Exchange Agreement (United Companies Corp), Execution Copy (Neomedia Technologies Inc)

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Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.243.23, and except as disclosed in the Company Financial Statements, the Company is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any ShareholderMember, (b) any person related by blood, adoption or marriage to any ShareholderMember, (c) any director manager or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.05%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and, collectively, as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.243.23, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the Company.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Medical Staffing Solutions Inc), Asset Purchase Agreement (Medical Staffing Solutions Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.24, and except as disclosed in the Company Financial Statements, the Company is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholder, (b) any person related by blood, adoption or marriage to any Shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related PartyRELATED PARTY" and, collectively, as the "Related PartiesRELATED PARTIES"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.24, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the Company.

Appears in 2 contracts

Samples: Merger Agreement (Altrimega Health Corp), Share Exchange Agreement (Altrimega Health Corp)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.243.23, and except as disclosed in the Company Financial Statements, the Company is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholder, (b) any person related by blood, adoption or marriage to any Shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and, collectively, as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.243.23, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the Company.

Appears in 1 contract

Samples: Merger Agreement (Paradigm Holdings, Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.24SCHEDULE 3.17, and except as disclosed in the Company Premier Financial Statements, the Company Premier is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholder, (b) any person related by blood, adoption or marriage to any Shareholder, (c) any director or officer of the CompanyPremier, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related PartyRELATED PARTY" and, collectively, as the "Related PartiesRELATED PARTIES"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.24SCHEDULE 3.17, and except as disclosed in the Company Premier Financial Statements Statements, no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the CompanyPremier.

Appears in 1 contract

Samples: Share Exchange Agreement (Continuum Group C Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.243.23, and except as disclosed in the Company Financial Statements, the Company is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (ai) any Shareholder, (bii) any person related by blood, adoption or marriage to any Shareholder, (ciii) any director or officer of the Company, (div) to the knowledge of the Company, any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.05%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (ev) to the knowledge of the Company, any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and, collectively, as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.243.23, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the Company.

Appears in 1 contract

Samples: Merger Agreement (Neomedia Technologies Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.243.20, and except as disclosed in the Company Elite Financial Statements, the Company Elite is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholder, (b) any person related by blood, adoption or marriage to any Shareholder, (c) any director or officer of the CompanyElite, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related PartyRELATED PARTY" and, collectively, as the "Related PartiesRELATED PARTIES"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.24, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the CompanyElite.

Appears in 1 contract

Samples: Share Exchange Agreement (Carcorp Usa Corp)

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Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.243.17, and except as disclosed in the Company Financial Statements, the Company is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholder, (b) any person related by blood, adoption or marriage to any Shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and, collectively, as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.243.17, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (Health Express Usa Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.24, and except as disclosed in the Company Financial StatementsSCHEDULE 3.23, the Company is not, and since the date of its incorporation, has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholdera shareholder, (b) any person related by blood, adoption or marriage to any Shareholdershareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related PartyRELATED PARTY" and, collectively, and collectively as the "Related PartiesRELATED PARTIES"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.24, and except as disclosed in the Company Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company's incorporation been used in the business of the Company.

Appears in 1 contract

Samples: Stock and Promissory Note Purchase Agreement (Ingarfield Earl T)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.24, and except as disclosed in the Company Secure Source Financial Statements, the Company Secure Source is not a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) any Shareholder, (b) any person related by blood, adoption or marriage to any Shareholder, (c) any director or officer of the CompanySecure Source, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and, collectively, as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.24, and except as disclosed in the Company Secure Source Financial Statements no Related Party, directly or indirectly, owns or controls any assets or properties which are used in the business of the CompanySecure Source.

Appears in 1 contract

Samples: Merger Agreement (Neomedia Technologies Inc)

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