Related Persons Transactions. No present or former director, executive officer, stockholder, partner, member, employee or Affiliate of Pivotal or any of its Subsidiaries, nor any of such Person’s Affiliates Table of Contents or immediate family members (each of the foregoing, a “Related Person”), is a party to any Contract with or binding upon Pivotal or any of its Subsidiaries or any of their respective properties or assets or has any interest in any property owned by Pivotal or any of its Subsidiaries or has engaged in any transaction with any of the foregoing within the last 12 months, in each case, that is of a type that would be required to be disclosed in the Pivotal SEC Documents pursuant to Item 404 of Regulation S-K that has not been so disclosed.
Related Persons Transactions. Except for compensation (including incentive equity arrangements) or other employment arrangements in the ordinary course of business and as set forth on Schedule 9(l) of the Topco Disclosure Schedules, there are no Contracts, transactions, arrangements or understandings between Topco or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any direct or indirect wholly-owned Subsidiary of the Topco, on the other hand.
Related Persons Transactions. Schedule 4.19 sets forth a list of any Contracts (other than an employment or similar Contracts) by and between any Seller with respect to the Technology Business or the Transferred Entities, on the one hand, and Sellers, any Affiliate of Sellers or any officer, director, manager, employee, trustee or beneficiary (or member of the immediate family thereof) of Sellers or any Affiliate of Sellers, on the other hand (the “Related Party Agreements”).
Related Persons Transactions. Except as disclosed in Section 4.22 of the Disclosure Schedule, no Related Person of the Acquired Companies or the Seller (a) is a party to any Contract between any of the Acquired Companies (or that otherwise relates to the Business), on the one hand, and such Related Person, on the other hand, (b) has an obligation to any of the Acquired Companies for borrowed money or any accrued interest or prepayment premiums related thereto or (c) holds of record or beneficially owns, directly or indirectly, any securities of any Person that has a has a landlord-tenant, vendor, distributor, customer, service provider, consulting, creditor, supplier, licensee, licensor, competitor, representative or other business relationship with any of the Acquired Companies (or the Business). No Acquired Company has paid any dividend or distribution or made any other payment to any Related Person from and after the Reference Statement Date.
Related Persons Transactions. None of Seller or any Employee, former Employee, current or former officer, director, manager, member or equity holder of the Company, any member of his or her immediate family, any trust of which any such Person is the grantor, trustee or beneficiary, or any Affiliate of any of the foregoing (each, a “Related Person,” and, collectively, the “Related Persons”) (i) owes any amount to the Company nor does the Company owe any amount to, or has the Company committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Person, (ii) is involved in any business arrangement or other relationship with the Company (whether written or oral), (iii) owns any property or right, tangible or intangible, that is used by the Company, (iv) has any claim or cause of action against the Company, or (v) owns any direct or indirect interest of any kind in, or controls or is a manager, director, officer, employee or partner of, or consultant to, or lender to, or borrower from, or has the right to participate in, the profits of, any Person which is a competitor, supplier, service provider, customer, client, landlord, tenant, creditor or debtor of the Company.
Related Persons Transactions. No officer, director or shareholder of any Company or any member of his or her immediate family or any Affiliate of any of the foregoing (collectively, “Related Persons”) is indebted to any Company, nor is any Company indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of any Company, and (iii) for other employee benefits made generally available to all similarly situated employees. To the Knowledge of Embarcadero, no Related Person has any direct or indirect ownership interest (i) in any products, services, facilities, Software or other Personal Property or any real property owned, leased, licensed or used by any Company, (ii) in any Person with which any Company has a contractual relationship, or (iii) in any Person that competes with any Company (except for the ownership of less than three percent (3%) of the outstanding stock of a publicly traded company). To the Knowledge of Embarcadero, no Related Person is, directly or indirectly, interested in any Material Contract (other than such contracts as relate to any such Person’s ownership of capital stock or other equity securities of any Company or such Person’s employment with any Company).
Related Persons Transactions. Except as set forth on Schedule 4.21, none of Seller, Seller’s Affiliates or any of their respective employees, equity holders, Affiliates, officers, directors, managers, or members of Seller, or any member of any of their Immediate Family (if applicable) (each a “Related Person”) (i) owes any amount to the Company nor does the Company owe any amount to (except in connection with an employment or independent contractor relationship) nor has the Company committed to make any loan or extend or guarantee credit to, or for the benefit of, or have any indebtedness to, any Related Person, (ii) is involved in any business arrangement or party to any Contract with the Company (except for an employment, ownership, or management relationship with the Company), (iii) has any claim or cause of action against the Company, (iv) has any material interest in any property (whether real, personal, or mixed and whether tangible or intangible), used by the Company or relating to the business or operations of the Company, or (v) owns, of record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that (x) has any material business dealings, or a material financial interest in any transaction, with the Company, or (y) engages in competition with the Company.
Related Persons Transactions. Schedule 4.22 sets forth a list of any Contracts (other than an employment or similar Contracts) by and between any Allscripts Company with respect to the Hospital & Large Physician Practice Business, on the one hand, and any Affiliate of the Allscripts Companies or, to the Sellers’ Knowledge, any officer, director or employee of the Allscripts Companies or any Affiliate of the Allscripts Companies, on the other hand.
Related Persons Transactions. Except as set forth on Schedule 4.22 of the Company Disclosure Schedules, no equityholder, Affiliate, officer, director, manager or member of the Acquired Companies or any Seller, or any immediate family member of any of the foregoing (each a “Related Person”): (a) owes any amount to the Acquired Companies nor does any Acquired Company owe any amount to (except in connection with an employment or independent contractor relationship), nor have the Acquired Companies committed to make any loan or extend or guarantee credit to, or for the benefit of, or have any indebtedness to, any Related Person, (b) is party to or involved in any Material Contract with an Acquired Company (except for an employment, ownership, or management relationship with the Acquired Company set forth on Schedule 4.22 of the Company Disclosure Schedules), or (c) has any financial interest in, or is a director, officer, manager or employee of, any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of an Acquired Company; provided that ownership of no more than five percent (5%) of the outstanding equity of a Person shall not be deemed to be an “interest” for the purposes of this Section 4.22.
Related Persons Transactions. Except for the matters disclosed on Section 4.21 of the Disclosure Schedules, no equityholder of any Company or any of their Affiliates, and no officer, director or manager of any Company (or, to the Knowledge of the Company, any Related Person of any such Person who is an individual or any entity in which any such Person or any such Related Person thereof owns a material interest): (a) has any direct or indirect interest in any asset owned or leased by any Company or used in connection with the business of such Company, or (b) has directly or indirectly engaged in, or is a party to, any transaction, arrangement or understanding with any Company (other than the transactions contemplated hereby or payments made to any officers, directors and managers of any Company in the Ordinary Course of Business or any Contract relating to the employment of such Person) (the “Related Persons Contracts”).
