Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. Neither the Company, nor any of its Subsidiaries, nor any of their respective officers, members, directors, shareholders, or employees, (i) owns, directly or indirectly, any interest (excepting passive holdings for investment purposes of not more than 2% of the securities of any publicly held and traded company) in, or is an officer, director, member, employee, or consultant of, any person that is a competitor, lessor, lessee, customer, or supplier of the Company or any of its Subsidiaries; (ii) owns, directly or indirectly, any interest in any tangible or intangible property used in or necessary to the business of the Company or any of its Subsidiaries; (iii) to the Company's knowledge, has any cause of action or other claim whatsoever against the Company or any of its Subsidiaries, except for claims in the ordinary course of business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements; or (iv) owes any amount to the Company or any of its Subsidiaries other than loans between the Company and any of its Subsidiaries.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Johnson Winston), Stock Purchase Agreement (Media & Entertainment Com Inc)

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Potential Conflicts of Interest. Neither the Company, Purchaser nor any of its Subsidiaries, nor any of their respective officers, members, directors, shareholders, or employees, employees (i) owns, directly or indirectly, any interest (excepting passive holdings for investment purposes of not more than 2% of the securities of any publicly held and traded company) in, or is an officer, director, member, employee, or consultant of, any person that is a competitor, lessor, lessee, customer, or supplier of the Company or any of its Subsidiaries; (ii) owns, directly or indirectly, any interest in any tangible or intangible property used in or necessary to the business of the Company or any of its Subsidiaries; (iii) to the Company's knowledge, has any cause of action or other claim whatsoever against the Company or any of its Subsidiaries, except for claims in the ordinary course of business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements; or (iv) owes any amount to the Company or any of its Subsidiaries other than loans between the Company and any of its Subsidiaries.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Johnson Winston), Stock Purchase Agreement (Media & Entertainment Com Inc)

Potential Conflicts of Interest. Neither Except as set forth on Schedule 3.19 and except for Vectis employees at the Company, nor any of its Subsidiariesno officer, nor any of their respective officers, members, directors, shareholders, director or employees, (i) owns, directly or indirectly, any interest (excepting passive holdings for investment purposes of not stockholder beneficially owning more than 25% of the securities outstanding shares of Common Stock, to the Knowledge of the Company, no spouse of any publicly held and traded company) in, or is an such officer, directordirector or stockholder, memberand, employee, or consultant of, any person that is a competitor, lessor, lessee, customer, or supplier to the Knowledge of the Company or Company, no Affiliate of any of its Subsidiaries; the foregoing (iia) owns, directly or indirectly, any interest in (excepting less than one percent (1%) stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any tangible Person which is, or intangible property used is engaged in business as, a competitor, lessor, lessee, supplier, distributor, or necessary customer of, or lender to the business of or borrower from, the Company or any of its Subsidiaries; (iiib) to owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company's knowledgeCompany or any of its Subsidiaries use, in the conduct of business; or (c) has any cause of action or other claim whatsoever against against, or owes or has advanced any amount to, the Company or any of its Subsidiaries, except for claims in the ordinary course of business, business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements; or (iv) owes any amount to agreements existing on the Company or any of its Subsidiaries other than loans between the Company and any of its Subsidiariesdate hereof.

Appears in 2 contracts

Samples: Stock and Warrant Purchase and Exchange Agreement (Vectis Cp Holdings LLC), Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc)

Potential Conflicts of Interest. Neither the CompanyWinsonic, nor any of its Subsidiaries, nor any of their respective officers, members, directors, shareholders, or employees, (i) owns, directly or indirectly, any interest (excepting passive holdings for investment purposes of not more than 2% of the securities of any publicly held and traded company) in, or is an officer, director, member, employee, or consultant of, any person that is a competitor, lessor, lessee, customer, or supplier of the Company Winsonic or any of its Subsidiaries; (ii) owns, directly or indirectly, any interest in any tangible or intangible property used in or necessary to the business of the Company Winsonic or any of its Subsidiaries; (iii) to the Company's Winsonic’s or Shareholder’s knowledge, has any cause of action or other claim whatsoever against the Company Winsonic or any of its Subsidiaries, except for claims in the ordinary course of business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements; or (iv) owes any amount to the Company Winsonic or any of its Subsidiaries other than loans between the Company Winsonic and any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Media & Entertainment Com Inc)

Potential Conflicts of Interest. Neither Except as set forth on Schedule 3.20, no officer, director or stockholder beneficially owning more than five percent (5%) of the outstanding shares of Common Stock, to the Knowledge of the Company, nor no spouse of any such officer, director or stockholder, and, to the Knowledge of the Company, no Affiliate of any of its Subsidiaries, nor any of their respective officers, members, directors, shareholders, or employees, the foregoing (i) owns, directly or indirectly, any interest (excepting passive holdings for investment purposes of not more than 2% of the securities of any publicly held and traded company) in, or is an officer, director, member, employee, or consultant of, any person that is a competitor, lessor, lessee, customer, or supplier of the Company or any of its Subsidiaries; (iia) owns, directly or indirectly, any interest in (excepting less than one percent (1%) stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any tangible Person which is, or intangible property used is engaged in business as, a competitor, lessor, lessee, supplier, distributor, or necessary customer of, or Investor to the business of or borrower from, the Company or any of its Subsidiaries; (iiib) to owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company's knowledgeCompany or any of its Subsidiaries use, in the conduct of business; or (c) has any cause of action or other claim whatsoever against against, or owes or has advanced any amount to, the Company or any of its Subsidiaries, except for claims in the ordinary course of business, business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements; or (iv) owes any amount to agreements existing on the Company or any of its Subsidiaries other than loans between the Company and any of its Subsidiariesdate hereof.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Critical Path Inc)

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Potential Conflicts of Interest. Neither Except as set forth on Schedule 3.20, no officer, director or stockholder beneficially owning more than five percent (5%) of the outstanding shares of Common Stock, to the Knowledge of the Company, nor no spouse of any such officer, director or stockholder, and, to the Knowledge of the Company, no Affiliate of any of its Subsidiaries, nor any of their respective officers, members, directors, shareholders, or employees, the foregoing (i) owns, directly or indirectly, any interest (excepting passive holdings for investment purposes of not more than 2% of the securities of any publicly held and traded company) in, or is an officer, director, member, employee, or consultant of, any person that is a competitor, lessor, lessee, customer, or supplier of the Company or any of its Subsidiaries; (iia) owns, directly or indirectly, any interest in (excepting less than one percent (1%) stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any tangible Person which is, or intangible property used is engaged in business as, a competitor, lessor, lessee, supplier, distributor, or necessary customer of, or lender to the business of or borrower from, the Company or any of its Subsidiaries; (iiib) to owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company's knowledgeCompany or any of its Subsidiaries use, in the conduct of business; or (c) has any cause of action or other claim whatsoever against against, or owes or has advanced any amount to, the Company or any of its Subsidiaries, except for claims in the ordinary course of business, business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements; or (iv) owes any amount to agreements existing on the Company or any of its Subsidiaries other than loans between the Company and any of its Subsidiariesdate hereof.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Critical Path Inc)

Potential Conflicts of Interest. Neither Except as set forth on Schedule 3.20 no officer, director or stockholder beneficially owning more than five percent (5%) of the outstanding shares of Common Stock, to the Knowledge of the Company, nor no spouse of any such officer, director or stockholder, and, to the Knowledge of the Company, no Affiliate of any of its Subsidiaries, nor any of their respective officers, members, directors, shareholders, or employees, the foregoing (i) owns, directly or indirectly, any interest (excepting passive holdings for investment purposes of not more than 2% of the securities of any publicly held and traded company) in, or is an officer, director, member, employee, or consultant of, any person that is a competitor, lessor, lessee, customer, or supplier of the Company or any of its Subsidiaries; (iia) owns, directly or indirectly, any interest in (excepting less than one percent (1%) stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any tangible Person which is, or intangible property used is engaged in business as, a competitor, lessor, lessee, supplier, distributor, or necessary customer of, or lender to the business of or borrower from, the Company or any of its Subsidiaries; (iiib) to owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company's knowledgeCompany or any of its Subsidiaries use, in the conduct of business; or (c) has any cause of action or other claim whatsoever against against, or owes or has advanced any amount to, the Company or any of its Subsidiaries, except for claims in the ordinary course of business, business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements; or (iv) owes any amount to agreements existing on the Company or any of its Subsidiaries other than loans between the Company and any of its Subsidiariesdate hereof.

Appears in 1 contract

Samples: Convertible Note Purchase and Exchange Agreement (Critical Path Inc)

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