Related Transaction. Except as set forth in the Disclosure Materials, there are no obligations of the Buyer to officers, directors, shareholders or employees of the Buyer other than (a) for payment of salary for services rendered; (b) reimbursement for reasonable expenses incurred on behalf of the Buyer; and (c) for other standard employee benefits made generally available to all employees (including any stock options outstanding under the Option Plan). None of the officers, directors of shareholders of the Buyer, or any members of their immediate families, are indebted to the Buyer or have any direct or indirect ownership interest in any firm or corporation with which the Buyer has a business relationship, or any firm or corporation which competes with the Buyer, except that officers, directors and/or shareholders of the Buyer may own stock in publicly traded companies which may compete with the Company. No officer, director or shareholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Buyer (other than such contracts as relate to any such person's ownership of capital stock or other securities of the Buyer). Except as may be disclosed in the Financial Statements, the Buyer is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.
Related Transaction. Related Transaction" means a Transaction entered into between the parties pursuant to a Related DFT Terms confirmation.
Related Transaction. The Corporation shall not, directly or indirectly, enter into any Related Transaction other than on an arm’s length basis, on terms no less favorable to the Corporation than could be obtained from non-related persons and with the prior approval of the Board of Directors, including one member appointed by the Holders of the Preferred Stock.
Related Transaction. Except as set forth in the Disclosure Materials, there are no obligations of the Company to officers, directors, shareholders or employees of the Company other than (a) for payment of salary for services rendered; (b) reimbursement for reasonable expenses incurred on behalf of the Company; and (c) for other standard employee benefits made generally available to all employees (including any stock options outstanding under the Option Plan). None of the officers, directors of shareholders of the Company, or any members of their immediate families, are indebted to the Company or have any direct or indirect ownership interest in any firm or corporation with which the Company has a business relationship, or any firm or corporation which competes with the Company, except that officers, directors and/or shareholders of the Company may own stock in publicly traded companies which may compete with the Company. No officer, director or shareholder, or any member of their immediate families, is, directly or indirectly, interested in any material contract with the Company (other than such contracts as relate to any such person's ownership of capital stock or other securities of the Company). Except as may be disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.
Related Transaction. The Closing Date Acquisition shall have been consummated in accordance in all material respects with the terms of the Closing Date Acquisition Agreement (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders in their capacities as Lenders without the consent of the Lenders, such consent not to be unreasonably withheld, conditioned or delayed). The Closing Date Acquisition Agreement, stock grant agreement, Closing Date Seller Note and other agreements related thereto shall be in form and substance satisfactory to Administrative Agent. All conditions precedent to the Closing Date Acquisition shall have been satisfied or waived with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed).
Related Transaction. Except as set forth in Section 3.15 of the Company Disclosure Schedule, no Shareholder, Member of the Immediate Family of any Shareholder (if applicable), or any Affiliate of any of the foregoing Persons or of the Company or its Subsidiary is a consultant, competitor, creditor, debtor, customer, distributor, supplier or vendor of, or is a party to any oral or written contract or agreement with, the Company or its Subsidiary, or holds a direct or indirect interest in any such entity. Except as set forth in Section 3.15 of the Company Disclosure Schedule, no Shareholder, Member of the Immediate Family of any Shareholder (if applicable) or any Affiliate of any of the foregoing Persons or of the Company or its Subsidiary owns any direct or indirect interest in any asset used in, or necessary to, the business conducted by the Company and its Subsidiary.
Related Transaction. The conditions to the obligations of Buyer, Seller and Seller’s Affiliates to close the Related Transaction (as further specified in the NGC SPA and the Related Purchase Agreement) shall have been, or contemporaneously with the occurrence of the Closing shall be, satisfied;
Related Transaction. Documents The Company has delivered to ----------------------------- the Purchasers a complete and correct copy of each of the Related Transaction Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith), and neither the Company nor any of its Subsidiaries and, to the knowledge of the Company, no other Person party thereto is in default in the performance or compliance with any provisions thereof. Each of the Related Transaction Documents complies with, and the Related Transactions have been consummated in accordance with, all applicable laws. Each of the Related Transaction Documents is in full force and effect, and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Company, any of its Subsidiaries and, to the knowledge of the Company, other Persons referenced therein, with respect to the Related Transactions, have been obtained, and no such approvals impose any conditions to the consummation of the Related Transactions or to the conduct by the Company or any of its Subsidiaries of its business thereafter. Each of the representations and warranties made by the Company in the Related Transaction Documents is true and correct in all material respects.
Related Transaction. Sellers and Purchaser acknowledge that they have reached an agreement in principle pursuant to which Purchaser, directly or indirectly, will purchase those assets associated with the business of developing, marketing, selling, supporting and maintaining workforce management software and data collection systems in Australia. The purchase price shall be $[**] U.S., the terms and conditions shall be substantially equivalent to those contained herein, and the transaction shall be subject only to obtaining necessary approval from the Australian Competition and Consumer Commission and completion of the Purchaser's commercially reasonable confirmatory due diligence. Purchaser shall promptly apply for and diligently pursue such approval, and Sellers shall cooperate in such process as reasonably necessary. All cost and expenses associated with such approval shall be borne by the Purchaser. Until such time as such transaction shall be consummated, Sellers Australian subsidiary shall have the unfettered right to conduct the aforesaid business in Australia, notwithstanding the implication of any provision hereof to the contrary.
Related Transaction. The Related Transaction set forth in Section 4.4 and the Lock-Up/Leak Out Agreement set forth in Section 3.2(b) shall be consummated concurrently with the Closing.
