Common use of Certain Interests Clause in Contracts

Certain Interests. (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any stockholder, officer or director of the Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and their affiliates), any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, material supplier or material customer of the Company or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than five percent of the outstanding voting power of any competitor, supplier 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" so long as the person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by the Company or any Subsidiary or forming a part of or used, held for use or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of the Business. (b) Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Liability or any other obligation of any nature whatsoever to any officer, director or stockholder of the Company or any Subsidiary, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, or to any affiliate of any such person.

Certain Interests. (a) Except as set forth in Section 3.12(a) No holder of greater than 5% of the voting power of the Company Disclosure Schedule, neither the Company nor or its affiliates or any Subsidiary nor, to the knowledge of the Company, any stockholder, officer or director of the Company or any Subsidiary (excludingand, in all casesto the knowledge of the Company, venture capital funds or institutional investors and their affiliates), any no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person: (i) has any direct or indirect financial interest in any creditor, competitor, material supplier manufacturer, agent, representative, distributor or material customer of the Company or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than 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" so ” as long as the person owning such securities has no other material connection or relationship with such creditor, competitor, supplier manufacturer, agent, representative, distributor or customer; or; (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in in, any material tangible or intangible property belonging to or used, held for use or intended to be used by that the Company or any Subsidiary or forming a part of or used, held for use or intended to be used uses in connection with, necessary for, or otherwise material to the conduct of, of its business (except for any such ownership or interest resulting from the business and operations ownership of the Business.securities in a public company); (biii) Except as set forth in Section 3.12(b) has any claim or cause of the Company Disclosure Schedule, no officer, director or stockholder of action against the Company or any Subsidiary, no relative or spouse ; or (or relative of such spouseiv) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness indebtedness to the Company or any Subsidiary. (cb) Except for the Bridge Notes payment of employee and independent director compensation in the 1997 Notes and except as set forth in Section 3.12(c) ordinary course of the Company Disclosure Schedulebusiness, consistent with past practice, neither the Company nor any Subsidiary has any Liability liability or any other obligation of any nature whatsoever to any officerCompany Stockholder or any affiliate thereof or to any employee, officer or director or stockholder of the Company or any SubsidiarySubsidiary or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, or to any affiliate of any such personemployee, officer or director.

Certain Interests. (a) Except as set forth in Section 3.12(a5(s) of the Company Disclosure Schedule, neither the Company nor any Subsidiary nor, to the best knowledge of the CompanyIssuer, any no stockholder, officer director, officer, or director Key Employee of the Company Issuer or any Subsidiary (excludingSubsidiary, in all cases, venture capital funds or institutional investors and their affiliates), any no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, officer, or any affiliate Key Employee, and no Affiliate of any such person: Person: (i) has any direct or indirect financial interest in any competitor, material customer, or supplier or material customer of the Company Issuer or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than five one percent of the outstanding voting power of any competitor, supplier supplier, or customer, and which are also 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" so long as the person Person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use use, or intended to be used by the Company Issuer or any Subsidiary or forming a part of or used, held for use use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of the Business. Issuer or any Subsidiary; or (biii) has outstanding any indebtedness to Issuer or any Subsidiary. Except as set forth in Section 3.12(b5(s) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company Issuer nor any Subsidiary has any Liability or any other obligation of any nature kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, director or stockholder Key Employee of the Company Issuer or any Subsidiary, or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, director or stockholderKey Employee, or to any affiliate Affiliate of any such personPerson; except for Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or such Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary).

Certain Interests. (a) Except as set forth in Section 3.12(a5(s) of the Company Disclosure Schedule, neither the Company nor any Subsidiary nor, to the best knowledge of the CompanyIssuer, any no stockholder, officer director, officer, or director Key Employee of the Company Issuer or any Subsidiary (excludingSubsidiary, in all cases, venture capital funds or institutional investors and their affiliates), any no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, officer, or any affiliate Key Employee, and no Affiliate of any such person: Person: (i) has any direct or indirect financial interest in any competitor, material customer, or supplier or material customer of the Company Issuer or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than five one percent of the outstanding 9 9 voting power of any competitor, supplier supplier, or customer, and which are also 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" so long as the person Person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use use, or intended to be used by the Company Issuer or any Subsidiary or forming a part of or used, held for use use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of the Business. Issuer or any Subsidiary; or (biii) has outstanding any indebtedness to Issuer or any Subsidiary. Except as set forth in Section 3.12(b5(s) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company Issuer nor any Subsidiary has any Liability or any other obligation of any nature kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, director or stockholder Key Employee of the Company Issuer or any Subsidiary, or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, director or stockholderKey Employee, or to any affiliate Affiliate of any such personPerson; except for Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or such Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary).

Certain Interests. (a) Except as set forth in Section 3.12(a) No stockholders of the Company Disclosure Schedule, neither or their affiliates or any officer or director of the Company nor any Subsidiary norand, to the knowledge of the Company, any stockholder, officer or director of the Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and their affiliates), any no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person: (i) has any direct or indirect financial interest in any competitorany, material supplier or material customer of the Company or any SubsidiaryCompany, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than five percent 5% of the outstanding voting power of any competitor, supplier 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" so as long as the person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or; (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by which the Company uses or has used (and has a reasonable prospect of using in the future) in the conduct of its business (except for any Subsidiary such ownership or forming interest resulting from the ownership of securities in a part public company); or (iii) except as set forth in Section 3.18(a)(iii) of or usedthe Company Disclosure Schedule, held has outstanding any indebtedness for use or intended to be used in connection with, necessary for, or otherwise material money borrowed to the conduct of, the business and operations of the BusinessCompany. (b) Except as set forth in Section 3.12(b3.18(b) of the Company Disclosure Schedule, no officerexcept for the payment of employee compensation in the ordinary course of business, and other employment related matters, and matters related to officer or director or stockholder service, including, without limitation, rights to indemnification, contribution, advancement of expenses and the like, the Company or does not have any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Liability liability or any other obligation of any nature whatsoever to any officer, director or stockholder of the Company or any Subsidiaryaffiliate 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) who resides with, or is a dependent of, any such officer, director or stockholder, or to any affiliate of any such personofficer or director. The foregoing does to apply to or address any liability or obligation (i) to the stockholders of the Company or any of their affiliates or representatives or related persons or entities arising in connection with or related to the transactions contemplated by that certain Series A Stock Purchase Agreement dated as of December 4, 1998, or otherwise derivative therefrom, or (ii) to a stockholder as a stockholder.

Certain Interests. (a) Except as set forth in Section 3.12(aon Schedule 3.17(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary norno Management Seller, and, to the knowledge of the CompanyManagement Sellers’ knowledge, no other Seller, any stockholder, director or officer or director of the Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and their affiliates), any relative or spouse (or relative of such spouse) who resides withits Subsidiaries, or is a dependent of, any spouse of any such stockholderSeller, officer or director, or any affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, material supplier Competing Business or material customer of the Company or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationshipMaterial Supplier; provided, however, that the ownership of equity securities representing no more than five percent 1% of the outstanding voting power of any competitor, supplier Competing Business or customerMaterial Supplier, 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" so ” as long as the person owning such securities has no other material connection or relationship with such competitor, supplier Competing Business or customer; orMaterial Supplier; (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by which the Company or any Subsidiary of its Subsidiaries uses in the conduct of its business (except for any such ownership or forming interest resulting from the ownership of securities in a part of or used, held for use or intended to be used in connection with, necessary for, or otherwise material public company); or (iii) has outstanding any indebtedness to the conduct of, the business and operations Company or any of the Businessits Subsidiaries. (b) Except as set forth in Section 3.12(bon Schedule 3.17(b) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except except for the Bridge Notes and payment of employee compensation in the 1997 Notes and except as set forth in Section 3.12(c) Ordinary Course of the Company Disclosure ScheduleBusiness, neither the Company nor any Subsidiary of its Subsidiaries has any Liability or any other obligation of any nature whatsoever to any officer, Management Seller or to any officer or director or stockholder of the Company or any Subsidiaryof its Subsidiaries or, to Management Sellers’ knowledge, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officer, officer or director or stockholder, or to any affiliate of any such personother Seller.

Certain Interests. (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any stockholder, No officer or director of the Company or any Company Subsidiary (excludingand, in all casesto the Company's knowledge, venture capital funds or institutional investors and their affiliates), any no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person: (i) director has any direct or indirect (excluding interests of a venture capital fund affiliated with any director of the Company) financial interest in any competitor, material supplier or material customer of the Company or any Company Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than five percent 2% of the outstanding voting power of any competitor, supplier or customer, and which are listed on any national securities exchange or traded actively in the national over-the-over - the - counter market, shall not be deemed to be a "financial interest" so as long as the person Person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or. (iib) No Shareholder or, to the Company's knowledge, any Affiliate thereof, and no officer or director, or former officer or director, of the Company or any Company Subsidiary 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) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by which the Company or any Company Subsidiary or forming a part of or used, held for use or intended to be used uses in connection with, necessary for, or otherwise material to the conduct of, the business and operations of the Business.its business; or (bii) Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness indebtedness to the Company or any Company Subsidiary. (c) Except for the Bridge Notes payment of employee compensation in the ordinary course of business or as otherwise permitted by Section 5.1, and the 1997 Notes rights of holders of Equity Interests in the Company in general, and except as set forth disclosed in Section 3.12(c) Sections 3.11, 3.12 and 3.13 of the Company Disclosure ScheduleLetter, neither the Company nor and the Company Subsidiaries do not have any Subsidiary has any Liability liability or any other obligation of any nature whatsoever whatsoever: (i) to any officerShareholder who beneficially owns 5% or more of the capital stock of the Company (on an as - converted to Company Common Stock basis) or 5% or more of the capital stock of any Company Subsidiary, director or, to the Company's knowledge, any Affiliate thereof, (ii) to any officer or stockholder director, or former officer or director, of the Company or any Company Subsidiary; (iii) to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, or to any affiliate of any such personofficer or director; or (iv) to any other Shareholder or any shareholder of a Company Subsidiary, except, for the purposes of this clause (iv) only, for any arm's length liability or obligation which does not exceed $5,000 individually.

Certain Interests. (a) Except as set forth in Section 3.12(a3.18(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary norno officer, to the knowledge director, shareholder or Affiliate of the Company, any stockholderSubsidiary or any Seller, officer nor any Affiliate, relative or spouse of such officer, director or shareholder or Affiliate: (i) is a party to any agreement, contract, commitment, arrangement or transaction with the Company or any Subsidiary or is entitled to any payment or transfer of any Assets from the Company or any Subsidiary or has any direct or indirect interest in any Asset of the Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and their affiliates), any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person:Subsidiary; (iii) has any direct or indirect financial interest in any competitor, material supplier or material customer of the Company or any Subsidiary, Subsidiary or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationshipBusiness; provided, however, that the ownership of equity securities representing no more than five one percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the-counter marketexchange, shall not be deemed to be a "“financial interest" ” so long as the person Person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or (iiiii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by the Company or any Subsidiary or forming a part of or used, held for use or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of the Business. (b) Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (cb) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c3.18(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Liability or any other obligation of any nature whatsoever to any Founder or Seller or to any officer, director or stockholder shareholder of the Company or any Subsidiary or to any relative or spouse or Affiliate of any Founder or Seller or any such officer, director or shareholder. (c) All loans set forth in Section 3.18(a) of the Disclosure Schedule have been used solely for the personal expenses of the Founders and have not been used for any purpose relating to the Business conducted by the Company or any Subsidiary or otherwise as expenses of the Company or any Subsidiary, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, or to any affiliate of any such person.

Certain Interests. (a) Except as set forth in Section 3.12(a) of To the Company Disclosure Schedule, neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, none of the shareholders of the Company owning 5% or more of the Company Common Stock (calculated on an As-Converted basis) or any stockholder, officer or director of the Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and their affiliates), any relative or spouse (or relative no member of such spouse) who resides with, or person’s “immediate family” (as such term is a dependent of, any such stockholder, officer or director, or any affiliate defined in Rule 16a-1 of any such person:the 1934 Act): (i) has been an officer, director or shareholder of any direct or indirect financial interest in any competitor, material significant supplier or material customer of the Company or any SubsidiaryCompany, or of any other person with company which holds, directly or indirectly, 50% or more of the Company outstanding shares of any such supplier or any Subsidiary hascustomer, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no not more than five percent 1% of the outstanding voting power of any competitor, supplier 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" so “shareholder” as long as the person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or; (ii) is a party to or directly or indirectly interested in any license, partnership or alliance agreement with the Company; (iii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by which the Company uses or any Subsidiary or forming a part of or used, held for use or intended to be has used in connection with, necessary for, the conduct of its business or otherwise material (except for any such ownership or interest resulting from the ownership of securities in a public company); or (iv) has outstanding any indebtedness to the conduct of, the business and operations of the BusinessCompany. (b) Except as set forth for the payment of employee compensation and consulting fees in Section 3.12(b) the ordinary course of business, the Company Disclosure Schedule, no officer, director or stockholder of the Company or does not have any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Liability liability or any other obligation of any nature whatsoever to any officer, director or stockholder shareholder of the Company or any Subsidiaryaffiliate 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) who resides with, or is a dependent of, any such officer, director or stockholder, or to any affiliate of any such personofficer or director. (c) There have been no transactions between the Company and any Affiliate since the Company Balance Sheet Date. There are no agreements or understandings now in effect between the Company and any Affiliate. The Company Disclosure Schedule (x) states the amounts due from the Company to any Affiliate and the amounts due from any Affiliate to the Company, (y) describes the transactions out of which such amounts arose and (z) describes any interest of any Affiliate in any supplier or customer of, or any other entity that has had business dealings with the Company since the Company Balance Sheet Date. After the Effective Time, there will be no obligations or other liabilities, including inter-company obligations, between the Company, on the one hand, and any Affiliate, on the other hand.

Certain Interests. (a) Except as set forth in Section 3.12(a) No stockholders owning more than 5% of the Company Disclosure Scheduleany affiliate of any such stockholder, neither any officer or director of the Company nor or any Subsidiary norSubsidiary, or to the knowledge of the Company, any stockholder, officer or director of the Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and their affiliates), any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person: (i) has any direct or indirect financial interest in any creditor, competitor, material supplier supplier, manufacturer, agent, representative, distributor or material customer of the Company or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the -------- ------- ownership of equity securities representing no more than five percent 1% of the outstanding voting power of any creditor, competitor, supplier supplier, manufacturer, agent, representative, distributor or customer, and which securities are listed on any national securities exchange or actively traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so as long as the person Person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or, manufacturer, agent, representative, distributor or customer of the Company; (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by that the Company or any Subsidiary uses in the conduct of its business (except for any such ownership or forming interest resulting from the ownership of securities in a part public company); (iii) has any claim or cause of action against the Company or usedany Subsidiary; or (iv) except as set forth in Section 3.20(a)(iv) of the Company Disclosure Schedule, held for use or intended to be used in connection with, necessary for, or otherwise material has outstanding any indebtedness to the conduct of, the business and operations of the BusinessCompany or any Subsidiary. (b) Except as set forth in Section 3.12(b3.20(b) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except except for the Bridge Notes and payment of employee compensation in the 1997 Notes and except as set forth in Section 3.12(c) ordinary course of the Company Disclosure Schedulebusiness, neither the Company nor any Subsidiary has any Liability liability or any other obligation of any nature whatsoever to any officer, stockholder of the Company or any affiliate thereof or to any officer or director or stockholder 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) who resides with, or is a dependent of, any such officer, director or stockholder, or to any affiliate of any such personofficer or director.