Certain Transactions and Agreements. Except as set forth in Schedule 4.15 to the Company Disclosure Letter, none of the officers, directors or employees and, to the knowledge of the Company, none of the stockholders of the Company or immediate family members of an officer, director, employee or stockholder of the Company, has any direct ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company (except with respect to any interest in less than 1% of the stock of any corporation whose stock is publicly traded). To the Company’s knowledge, none of the officers, directors, employees or stockholders of the Company, nor any member of their immediate families, has any indirect ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company (except with respect to any interest in less than 1% of the stock of any corporation whose stock is publicly traded). None of said officers, directors or employees, or, to the Company’s knowledge, stockholders or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract with the Company, except for normal compensation for services as an officer, director or employee thereof that have been disclosed to Acquiror. None of said officers, directors or employees, or, to the Company’s knowledge, stockholders or immediate family members has any interest in any property, real or personal, tangible or intangible (including any Company IP Rights or any other Intellectual Property Rights or Technology), that is used in, or that pertains to, the Company Business, except for the rights of a stockholder under Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Opsware Inc), Merger Agreement (Opsware Inc)
Certain Transactions and Agreements. Except as set forth in Schedule 4.15 None of the officers and directors of the Company and, to the Company Disclosure LetterCompany's knowledge, none of the officers, directors employees or employees and, to the knowledge stockholders of the Company, none of the stockholders of the Company or immediate nor any family members member of an officer, director, employee or stockholder of the Company, has any direct ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company (except with respect to any interest in less than 12% of the stock of any corporation whose stock is publicly traded). To the Company’s 's knowledge, none of the officers, directors, employees or stockholders of the Company, nor any member of their immediate families, has any indirect ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company (except with respect to any interest in less than 12% of the stock of any corporation whose stock is publicly traded). None of said officers, officers or directors or employees, or, to the Company’s 's knowledge, employees or stockholders or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract contract, agreement, arrangement, commitment or undertaking with the Company, except for normal compensation for services as an officer, director or employee thereof that have been disclosed to AcquirorAcquirer. None of said officers, officers or directors or employees, or, to the Company’s 's knowledge, employees, stockholders or immediate family members has any interest in any property, real or personal, tangible or intangible (including any Company IP Rights or any other Intellectual Property Rights or TechnologyProperty), that is used in, or that pertains to, the Company Business, except for the rights of a stockholder under Applicable LawLaws.
Appears in 1 contract
Certain Transactions and Agreements. Except as set forth in Schedule 4.15 ----------------------------------- 3.15 to the Company Disclosure Letter, none of the officers, directors or employees and managers of the Company and, to the knowledge Company's Knowledge, none of the employees or Members of the Company, none nor any member of the stockholders of the Company or their immediate family members of an officer, director, employee or stockholder of the Companyfamilies, has any direct ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company (except with respect to any interest in less than 1% one percent of the stock of any corporation whose stock is publicly traded). To the Company’s knowledge's Knowledge, none of the officers, directors, managers, employees or stockholders Members of the Company, nor any member of their immediate families, has any indirect ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with, the Company (except with respect to any interest in less than 1% one percent of the stock of any corporation whose stock is publicly traded). None of said officers, directors directors, managers, employees or employees, or, to the Company’s knowledge, stockholders Members or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract contract or informal arrangement with the Company, except for normal compensation for services as an officer, director director, Member or employee thereof that have been disclosed to AcquirorParent. None of said officers, directors or directors, managers, employees, or, to the Company’s knowledge, stockholders Members or immediate family members has any interest in any property, real or personal, tangible or intangible (including but not limited to any Company IP Rights or any other Intellectual Property Rights or Technology), Property) that is used in, or that pertains to, the Company Businessbusiness of the Company, except for the rights of a stockholder Member under Applicable Law.. Other than amounts owed by the Member-Debtors under the Member Notes listed on Schedule -------- 3.4.1(d), the Company is not owed any amounts from any employee or Member. --------
Appears in 1 contract
Samples: Merger Agreement (Pemstar Inc)