Common use of Arrangements with Directors, Officers and Affiliates Clause in Contracts

Arrangements with Directors, Officers and Affiliates. Except ---------------------------------------------------- for the agreements and other arrangements disclosed in Schedule 3.22 (the "Affiliate Arrangements"), as of the date hereof, there are no agreements or other arrangements between the Company or the Subsidiary, on the one hand, and any director, officer, employee, stockholder or other affiliate, as defined in Rule 405 under the Securities Act (an "Affiliate," or, collectively, "Affiliates"), of the Company or the Subsidiary, on the other hand, including, without limitation, management agreements and loans to or by the Company or the Subsidiary from or to any of such persons. Except as disclosed in Schedule 3.22, since January 1, 1995, none of the officers or directors of the Company or the Subsidiary, or any spouse or immediate relative of any of such persons, has been a director or officer of, or has had any direct interest in, any firm, corporation, association or business enterprise which during such period has been a supplier, customer or sales agent of the Company or the Subsidiary or has competed with or been engaged in any business of the kind being conducted by the Company or the Subsidiary. Except as disclosed in Schedule 3.22, no Affiliate of the Company or the Subsidiary owns or has any rights in or to any of the assets, properties or rights used by the Company or the Subsidiary in its ordinary course of business.

Appears in 2 contracts

Samples: Securities Purchase Agreement (MRS Fields Holding Co Inc), Securities Purchase Agreement (MRS Fields Brand Inc)

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Arrangements with Directors, Officers and Affiliates. Except ---------------------------------------------------- for the agreements and other arrangements disclosed in Schedule 3.22 (the "Affiliate Arrangements"), as of the date hereof, there are no agreements or other arrangements between the Company or the Subsidiary, on the one hand, and any director, officer, employee, stockholder or other affiliate, as defined in Rule 405 under the Securities Act (an "Affiliate," or, collectively, "Affiliates"), of the Company or the Subsidiary, on the other hand, including, without limitation, management agreements and loans to or by the Company or the Subsidiary from or to any of such persons. Except as disclosed in Schedule 3.22, since January 1, 1995, none of the officers or directors of the Company or the Subsidiary, or any spouse or immediate relative of any of such persons, has been a director or officer of, or has had any direct interest in, any firm, corporation, association or business enterprise which during such period has been a supplier, customer or sales agent of the Company or the Subsidiary or has competed with or been engaged in any business of the kind being conducted by the Company or the Subsidiary. Except as disclosed in Schedule 3.22, no Affiliate of the Company or the Subsidiary owns or has any rights in or to any of the assets, properties or rights used by the Company or the Subsidiary in its ordinary course of business.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fields MRS Original Cookies Inc)

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Arrangements with Directors, Officers and Affiliates. Except ---------------------------------------------------- for the agreements and other arrangements disclosed in Schedule 3.22 3.20 (the "Affiliate Arrangements"), as of the date hereof, there are no agreements or other arrangements between the Company or the SubsidiaryHFID, on the one hand, and any director, officer, employee, stockholder or other affiliate, as defined in Rule 405 under the Securities Act of 1933, as amended (an the "Affiliate," or, collectively, "AffiliatesSecurities Act"), of the Company or the Subsidiary, HFID on the other hand, including, without limitation, management agreements and loans to or by the Company or the Subsidiary HFID from or to any of such persons. Except as disclosed in Schedule 3.223.20, since January 1, 19951997, none of the officers or directors of HFID, or, to the Company or best knowledge of, and after due inquiry by, the SubsidiaryPrincipal Stockholders, or any spouse or immediate relative of any of such persons, has been a director or officer of, or has had any direct interest in, any firm, corporation, association or business enterprise which during such period has been a supplier, customer or sales agent of the Company or the Subsidiary HFID or has competed with or been engaged in any business of the kind being conducted by the Company or the SubsidiaryHFID. Except as disclosed in Schedule 3.223.20, no Affiliate affiliate of the Company or the Subsidiary HFID owns or has any rights in or to any of the assets, properties or rights used by the Company or the Subsidiary HFID in its ordinary course of business.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Refac Technology Development Corp)

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