Certain Relationships and Related Transactions. None of the officers or directors of the Company, its Subsidiaries and, to the Knowledge of the Company, none of the employees or stockholders of the Company, its Subsidiaries, nor, to the Knowledge of the Company, any immediate family member of an officer, director, employee or stockholder of the Company or its Subsidiaries, has any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company or its Subsidiaries (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). Section 3.27 of the Disclosure Schedule contains a complete and accurate list of each Contract to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries or any of their respective assets is bound and to which any Related Party, or any of their immediate family members, is a party or has a in interest in, whether directly or indirectly, other than employment, compensation and benefit arrangements for services as an officer, director or employee thereof or with respect to the ownership of Company Securities. To the Knowledge of the Company, none of said officers, directors, employees, stockholders or immediate family members has any interest in any property, real or personal, tangible or intangible (including any Intellectual Property) that is used in, or that relates to, the business of the Company, except for the rights of stockholders under applicable Laws or Intellectual Property that cannot be assigned as a matter of law.
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Certain Relationships and Related Transactions. None Except as set forth in Section 4.23 of the officers Disclosure Schedule, no current officer or directors director of the Company, Company or any of its Subsidiaries and, to the Knowledge of the Company, none of the employees no current Employees or stockholders of the CompanyCompany Shareholders, its Subsidiaries, nor, to the Knowledge of the Company, nor any immediate family member of such an officer, director, employee current Employee or stockholder of the Company or its SubsidiariesShareholder, (i) has any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company or any of its Subsidiaries (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). Section 3.27 of the Disclosure Schedule contains , (ii) is a complete and accurate list of each party to or, is otherwise directly or indirectly interested in, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or any of their respective assets is or properties may be bound and to which any Related Party, or any of their immediate family members, is a party or has a in interest in, whether directly or indirectlyaffected, other than employment, compensation and benefit arrangements for services as an officer, director or employee thereof or with respect and other than Contracts relating to the ownership issuance of Company Securities. To Shares, or the Knowledge grant of the CompanyCompany Options, none of said officersto such Persons, directors, employees, stockholders or immediate family members (iii) has any material interest in any property, real or personal, tangible or intangible (including any Intellectual Property) that is used in, by the Company or that relates to, any of its Subsidiaries in the business of the CompanyCompany or any of its Subsidiaries, except (iv) to the Knowledge of the Company has any interest in any material asset used in or otherwise relating to the business of the Company or any of its Subsidiaries or (v) owes any Indebtedness to the Company or any Subsidiary (other than for the rights of stockholders under applicable Laws or Intellectual Property that cannot be assigned as a matter of lawordinary travel advances).
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Samples: Share Purchase Agreement (JFrog LTD)
Certain Relationships and Related Transactions. None of the officers or and directors of the Company, Company or any of its Subsidiaries and, to the Knowledge of the Company, none of the employees or stockholders of the Company, Company or any of its Subsidiaries, nor, to the Knowledge of the Company, any immediate family member of an officer, director, employee or stockholder of the Company or any of its Subsidiaries, has any direct or indirect ownership, participation, royalty or Table of Contents other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company or any of its Subsidiaries (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). Section 3.27 To the Knowledge of the Disclosure Schedule contains Company, none of said officers, directors, employees or stockholders or any member of their immediate families, is a complete and accurate list party to, or, to the Knowledge of each the Company, otherwise directly or indirectly interested in, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or any of their respective assets is or properties may be bound and to which any Related Party, or any of their immediate family members, is a party or has a in interest in, whether directly or indirectlyaffected, other than employment, compensation and benefit arrangements for services as an officer, director or employee thereof or with respect to the ownership of Company Securities. To the Knowledge of the Company, none of said officers, directors, employees, stockholders or immediate family members has any interest in any property, real or personal, tangible or intangible (including any Intellectual PropertyProperty Right) that is used in, or that relates to, the business of the CompanyCompany or any of its Subsidiaries, except for the rights of stockholders under applicable Laws Legal Requirements or Intellectual Property Rights that cannot be assigned as a matter of law.
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Samples: Merger Agreement (Vmware, Inc.)
Certain Relationships and Related Transactions. None Except as set forth on Section 2.16 of the Disclosure Schedule, none of the officers or directors and Managers of the Company, its Subsidiaries Company and, to the Knowledge of the Company, none of the employees Employees or stockholders of the Company, its SubsidiariesSecurityholders, nor, to the Knowledge of the Company, any immediate family member of an officer, directorManager, employee Employee or stockholder of the Company or its SubsidiariesSecurityholder, has or has had any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company or its Subsidiaries (except with respect to any interest in less than 51% of the stock of any corporation whose stock is publicly tradedtraded corporation). Except as set forth on Section 3.27 2.16 of the Disclosure Schedule contains Schedule, none of such officers, Managers, Employees, Securityholders or immediate family members is a complete and accurate list party to or, to the Knowledge of each the Company, otherwise directly or indirectly interested in, any Contract to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries or any of their respective its assets is or properties may be bound and to which any Related Party, or any of their immediate family members, is a party or has a in interest in, whether directly or indirectlyaffected, other than normal employment, compensation and benefit arrangements for services as an officer, Manager, director or employee thereof or with respect to the ownership of Company SecuritiesEmployee thereof. To the Knowledge of the Company, none of said such officers, directorsManagers, employeesEmployees, stockholders Securityholders or immediate family members has any interest in any property, real or personal, tangible or intangible (including any Intellectual Property) that is used in, or that relates to, the business of the Company, except for the rights of stockholders Unitholders under applicable Laws Law. To the Knowledge of the Company, there are no agreements, Contracts, or Intellectual Property that cannot be assigned as a matter commitments with regard to contribution or indemnification between or among any of lawthe Securityholders.
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Certain Relationships and Related Transactions. None of the officers or and directors of the Company, Company or any of its Subsidiaries and, to the Knowledge of the Company, none of the employees Employees or stockholders of the Company, its SubsidiariesCompany Securityholders, nor, to the Knowledge of the Company, any immediate family member of an officer, director, employee Employee or stockholder of the Company or its SubsidiariesSecurityholder, has any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company or any of its Subsidiaries (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). Section 3.27 None of such officers, directors, Employees or Company Securityholders or immediate family members is a party to or, to the Knowledge of the Disclosure Schedule contains a complete and accurate list of each Company, otherwise directly or indirectly interested in, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or any of their respective assets is or properties may be bound and to which any Related Party, or any of their immediate family members, is a party or has a in interest in, whether directly or indirectlyaffected, other than normal employment, compensation and benefit arrangements for services as an officer, director or employee thereof or with respect to the ownership of Company Securitiesthereof. To the Knowledge of the Company, none of said such officers, directors, employeesEmployees, stockholders Company Securityholders or immediate family members has any interest in any property, real or personal, tangible or intangible (including any Intellectual Property) that is used in, or that relates to, the business of the CompanyCompany or any of its Subsidiaries, except for the rights of stockholders under applicable Laws or Intellectual Property that cannot be assigned as a matter of lawLaw.
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Certain Relationships and Related Transactions. None Except as set forth in Section 3.25 of the Disclosure Letter, none of the officers or and directors of the CompanyCompany or any of its Subsidiaries, its Subsidiaries and, and to the Knowledge of the Company, Company none of the Company Securityholders or employees or stockholders of the Company, Company or any of its Subsidiaries, nor, to the Knowledge of the Company, or any immediate family member of an officer, director, Company Securityholder or employee or stockholder of the Company or any of its Subsidiaries, has any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for for, any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, the Company or any of its Subsidiaries (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). Section 3.27 None of the Disclosure Schedule contains a complete and accurate list said officers, directors, Company Securityholders or employees of each Contract to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries or any of their respective assets is bound and to which any Related Partyits Subsidiaries, or any of their immediate family members, is a party to, or has a in interest to the Knowledge of the Company otherwise directly or indirectly interested in, whether directly any Contract to which the Company or indirectlyany of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties may be bound or affected, other than normal employment, compensation and stock option and other benefit arrangements for services as an officer, director or employee thereof or with respect to the ownership of Company Securitiesthereof. To the Knowledge of the Company, none of said officers, directors, employeesCompany Securityholders, stockholders employees of the Company or any of its Subsidiaries or immediate family members has any interest in any property, real or personal, tangible or intangible (including any Intellectual Property) that is used in, or that relates to, the business of the CompanyCompany or any of its Subsidiaries, except for the rights of stockholders Company Securityholders under applicable Laws or Intellectual Property that cannot be assigned as a matter of lawLegal Requirements.
Appears in 1 contract
Samples: Merger Agreement (Tivo Inc)