Common use of No Illegal Payments, Etc Clause in Contracts

No Illegal Payments, Etc. None of the Company or any of its Subsidiaries, nor any of their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Company and its Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation or Proceeding or (ii) the non-continuation of which, in the case of (i) and (ii), has had or might have, individually or in the aggregate, a Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (Digital Angel Corp), Agreement and Plan of Reorganization (Applied Digital Solutions Inc)

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No Illegal Payments, Etc. None of the Company Acquiror or any of its Subsidiaries, nor any of their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company Acquiror or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office (i) which might subject subjects any of the Company Acquiror and its Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation or Proceeding or (ii) the non-continuation of which, in the case of (i) and (ii), has had or might have, individually or in the aggregate, a Material Adverse Effect on Acquiror or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Superior Silver Mines Inc), Agreement and Plan of Reorganization (VeriChip CORP), Agreement and Plan of Reorganization (Steel Vault Corp)

No Illegal Payments, Etc. None of the Company Acquiror or any of its Subsidiaries, nor any of their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company Acquiror or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Company Acquiror and its Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation or Proceeding or (ii) the non-continuation of which, in the case 47 of (i) and (ii), has had or might have, individually or in the aggregate, a Material Adverse Effect on Acquiror or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (Digital Angel Corp)

No Illegal Payments, Etc. None of the Company or any of its Subsidiaries, nor any of their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office (i) which might subject subjects any of the Company and its Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation or Proceeding or (ii) the non-continuation of which, in the case of (i) and (ii), has had or might have, individually or in the aggregate, a Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Steel Vault Corp), Agreement and Plan of Reorganization (VeriChip CORP)

No Illegal Payments, Etc. None of the Company or any of its Subsidiaries, nor any of their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person person who was, is or may be in a position to help or hinder the Company or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Personperson, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Company and its Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation litigation or Proceeding proceeding or (ii) the non-continuation of which, in the case of (i) and (ii), which has had or might have, individually or in the aggregate, a Company Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technisource Inc)

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No Illegal Payments, Etc. None of Neither the Company or any of its Subsidiaries, nor any of their directors, officers, employees or agents, has (a) directly directly, or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person person who was, is or may be in a position to help or hinder the Company or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Personperson, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Company and its Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation litigation or Proceeding proceeding or (ii) the non-continuation of which, in the case of (i) and (ii), which has had or might have, individually or in the aggregate, a Material Adverse Effect or (b) intentionally established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Eschelon Telecom Inc)

No Illegal Payments, Etc. None of the Company or any of its the Company Subsidiaries, nor any of their directors, officers, employees or agents, has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person person who was, is or may be in a position to help or hinder the Company or any of its the Company Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Personperson, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Company and its the Company Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation litigation or Proceeding proceeding or (ii) the non-continuation of which, in the case of (i) and (ii), has had or might have, individually or in the aggregate, a Company Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proxymed Inc /Ft Lauderdale/)

No Illegal Payments, Etc. None of the Company or any of Company, its Subsidiaries, Subsidiaries nor any of their respective directors, officers, employees or agents, agents has (a) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person person who was, is or may be at the time of such payment was expected to become in a position to help or hinder the Company or any of its Subsidiaries (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Personperson, to any candidate for federal, state, local or foreign public office (i) which might subject any of the Company and its Subsidiaries to any damage or penalty in any civil, criminal or governmental Litigation litigation or Proceeding proceeding or (ii) the non-continuation of which, in the case of (i) and (ii), which has had or might have, individually or in the aggregate, a Material Adverse Effect or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Openwave Systems Inc)

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