Common use of Certain Interests Clause in Contracts

Certain Interests. (a) To the knowledge of the Company, no officer or director of the Company and, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that the ownership of securities -------- ------- representing no more than one percent (1%) of the outstanding voting power of any creditor competitor, supplier manufacturer, agent, representative, distributor or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" as long as the person owning such securities has no other connection or relationship with such competitor, supplier, agent, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, in any tangible or intangible property which the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against the Company; or (iv) has outstanding any indebtedness to the Company. (b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have any liability to any officer or director of the Company or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) To the knowledge of the CompanyNo Affiliate, no officer or director of the Company and, to the knowledge of the Company, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that (A) the ownership of securities -------- ------- representing no more than one percent (1%) 5% of the outstanding voting power of any creditor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" as long as the person owning such securities has no other connection or relationship with such creditor, competitor, suppliersupplier manufacturer, agent, representative, distributor or customer, and (B) ownership of securities held by or acquired through a venture capital fund shall not constitute a "financial interest"; (ii) owns, directly or indirectly, in whole or in part, or has any other interestinterest in, in any tangible or intangible property which that the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public companycompany or ownership or interest held by or acquired through a venture capital fund); (iii) has any claim or cause of action against the Company; or (iv) has outstanding any indebtedness to the Company. (b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have has no liability or any liability other obligation of any nature whatsoever to any Company Stockholder or any affiliate thereof or to any officer or director of the Company or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) To the knowledge of the Company, no none ----------------- of the Shareholders of the Company or their affiliates or any officer or director of the Company and, to the knowledge of the Company, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any material, direct or indirect financial interest in any creditor, competitor, significant supplier manufacturer, agent, representative, distributor or customer of the Company; , provided, however, -------- ------- that the ownership of securities -------- ------- representing no more than one percent (1%) % of the outstanding voting power of any creditor competitor, supplier manufacturer, agent, representative, distributor or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" as long as the person owning such securities has no other connection or relationship with such competitor, supplier, agent, distributor supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any material tangible or intangible property which the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against the Company; or (iviii) has outstanding any indebtedness to the Company. (b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have any liability or any other obligation of any nature whatsoever to any Shareholder of the Company or any affiliate thereof or to any officer or director of the Company or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) To the knowledge None of the Company, no Stockholders or their affiliates or any officer or director of the Company and, to the knowledge of the Stockholders and the Company, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; , provided, however, that the ownership of securities -------- ------- representing no more than one five percent (1%) of the outstanding voting power of any creditor competitor, supplier manufacturer, agent, representative, distributor or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" as so long as the person owning such securities has no other connection or relationship with such competitor, supplier, agent, distributor supplier or customer, provided further that this Section 2.12(a)(i) shall only apply to Xx. Xxxxx-Xxxx Gujral; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which the Company uses or has used in the conduct of its business the Business or otherwise (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against the Company; or (iviii) has outstanding any indebtedness to the Company. (b) Except for the Notes and the Company Options and payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have has no liability or any liability other obligation of any nature whatsoever to any Stockholder or any affiliate thereof or to any officer or director of the Company or, to the knowledge of the Stockholders and the Company, to any immediate relative or spouse (or immediate relative of such spouse) of who resides with, or is a dependent of, any such officer or director.

Certain Interests. (a) To the knowledge of the Company, no No officer or director of the Company or any Subsidiary and, to the Company’s knowledge, no immediate relative or spouse (or immediate relative holder of such spouse) who resides with, or is a dependent of, any such officer or directorgreater than 5% of the voting power of the Company: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the CompanyCompany or any Subsidiary; provided, however, that the ownership of securities -------- ------- representing no more than one percent (1%) % of the outstanding voting power of any creditor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "“financial interest" ” as long as the person owning such securities has no other connection or relationship with such creditor, competitor, suppliersupplier manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interestinterest in, in any tangible or intangible property which that the Company or any Subsidiary uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) has commenced any claim or cause of action against the CompanyCompany or any Subsidiary; or (iv) has outstanding any indebtedness to the Company. (b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, neither the Company does not have nor any Subsidiary has any liability or any other obligation of any nature whatsoever to any Company Stockholder or any affiliate thereof or to any officer or director of the Company or any Subsidiary or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) To the knowledge No holder of greater than 5% of the Company, no voting power of the Company or its affiliates or any officer or director of the Company and, to the knowledge of the Company, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that the ownership of securities -------- ------- representing no more than one percent (1%) 5% of the outstanding voting power of any creditor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "“financial interest" ” as long as the person owning such securities has no other connection or relationship with such creditor, competitor, suppliersupplier manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interestinterest in, in any tangible or intangible property which that the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against the Company; or (iv) has outstanding any indebtedness to the Company. (b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have has no liability or any liability other obligation of any nature whatsoever to any Company Stockholder or any affiliate thereof or to any officer or director of the Company or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.