Common use of Certain Transactions and Agreements Clause in Contracts

Certain Transactions and Agreements. None of the officers and directors of the Company or any Company Subsidiary and, to the knowledge of the Company and each Company Subsidiary, none of the material shareholders of the Company or any Company Subsidiary, nor, to the knowledge of the Company and each Company Subsidiary, any immediate family member of an officer, director, or material shareholder of the Company or any Company Subsidiary, 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 or any Company Subsidiary (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). To the Company’s knowledge, none of the officers, directors or material shareholders of the Company or any Company Subsidiary, 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 or any Company Subsidiary (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). None of said officers, directors or material shareholders or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract with the Company or any Company Subsidiary, except for normal compensation for services as an officer or director thereof that have been disclosed to Acquiror. None of said officers, directors, material shareholders 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), that is used in, or that pertains to, the Company Business, except for the rights of a shareholder under Applicable Law.

Certain Transactions and Agreements. None of the officers and directors of the Company or any Company Subsidiary and, to the knowledge Company’s knowledge, none of the officers and directors of the Subsidiaries nor the employees or stockholders of the Company and each Company Subsidiarythe Subsidiaries, none of the material shareholders of the Company or nor any Company Subsidiary, nor, to the knowledge of the Company and each Company Subsidiary, any immediate family member of an officer, director, employee or material shareholder stockholder of the Company or any Company Subsidiaryand the Subsidiaries, 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 or any Company Subsidiary and the Subsidiaries (except with respect to any interest in less than 52% of the stock of any corporation whose stock is publicly traded). To the knowledge of the Company’s knowledge, none of the officers, directors directors, employees or material shareholders stockholders of the Company or any Company Subsidiaryand the Subsidiaries, 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 or any Company Subsidiary and the Subsidiaries (except with respect to any interest in less than 52% of the stock of any corporation whose stock is publicly traded). None of said officersofficers or directors or, directors to the Company’s knowledge, employees or material shareholders stockholders or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract with the Company or any Company Subsidiaryand the Subsidiaries, except for normal compensation for services as an officer officer, director or director employee thereof that have been disclosed to AcquirorAcquirer. None of said officersofficers or directors or, directorsto the Company’s knowledge, material shareholders 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), that is used in, or that pertains to, the Company Business, except for the rights of a shareholder stockholder under Applicable LawLaws.

Certain Transactions and Agreements. None Except as disclosed in the Company’s definitive proxy statements included in the Company SEC Reports, (a) none of the officers and directors of the Company or any Company Subsidiary and, to the knowledge of the Company and each Company SubsidiaryCompany, none of the material shareholders stockholders of the Company or any Company Subsidiary, nor, to the knowledge of the Company and each Company Subsidiary, nor any immediate family member of an officer, director, director or material shareholder stockholder of the Company or any Company Subsidiary, 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 or any Company Subsidiary (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). To , (b) to the knowledge of the Company’s knowledge, none of the officers, directors directors, employees or material shareholders stockholders of the Company or any Company Subsidiary, 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 or any Company Subsidiary (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded). None , none of said officers, directors directors, employees or material shareholders stockholders or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract with the Company or any Company Subsidiary, except for normal compensation for services as an officer officer, director or director employee thereof that have been disclosed to Acquiror. None , and none of said officers, directors, material shareholders 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), that is used in, or that pertains to, the Company Business, except for the rights of a shareholder stockholder under Applicable Law.

Certain Transactions and Agreements. None of the officers and directors officers, directors, employees or stockholders of the Company or any Company Subsidiary and, to the knowledge of the Company and each Company SubsidiaryCompany, none of the material shareholders of the Company or any Company Subsidiary, nor, to the knowledge of the Company and each Company Subsidiary, any immediate family member members of an officer, director, employee or material shareholder stockholder of the Company or any Company SubsidiaryCompany, 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 or any Company Subsidiary (except with respect to any interest in less than 51% of the stock of any corporation whose stock is publicly traded). To the Company’s knowledge, none of the officers, directors directors, employees or material shareholders stockholders of the Company or any Company SubsidiaryCompany, 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 or any Company Subsidiary (except with respect to any interest in less than 51% of the stock of any corporation whose stock is publicly traded). None of said officers, directors or material shareholders employees or, to the knowledge of the Company, stockholders or any member of their immediate families, is a party to, or otherwise directly or indirectly interested in, any Contract with the Company or any Company SubsidiaryCompany, except for normal compensation for services as an officer officer, director or director employee thereof that have been disclosed to Acquiror. None of said officers, directorsdirectors or employees or, material shareholders to the knowledge of the Company, 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), that is used in, or that pertains to, the Company Business, except for the rights of a shareholder stockholder under Applicable Law.