Transactions with Directors and Officers. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or the committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such stockholders, or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders entitled to vote thereon. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
Transactions with Directors and Officers. Except as disclosed in Exhibit F, the Company and its subsidiaries do not engage in business with any person in which any of the Company's directors or officers has a material equity interest. No director or officer of the Company owns any property, asset or right which is material to the business of the Company and its subsidiaries, taken as a whole.
Transactions with Directors and Officers. None of the directors and executive officers of the Company named in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2018 (or in any subsequent Public Documents filed or furnished by the Company with the SEC on or prior to the Closing Date) is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director or any entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner, other than (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) for other employee benefits.
Transactions with Directors and Officers. Except as set forth in Section 5.23 of the PCLICK Disclosure Letter, PCLICK and its Subsidiaries do not engage in business with any Person in which any of PCLICK's directors or officers has a material equity interest. No director or officer of PCLICK owns any property, asset or right, which is material to the business of PCLICK and its Subsidiaries, taken as a whole.
Transactions with Directors and Officers. ECNC and its subsidiaries do not engage in business with any Person in which any of ECNC's directors or officers has a material equity interest. No director or officer of ECNC owns any property, asset or right, which is material to the business of ECNC and its Subsidiaries, taken as a whole.
Transactions with Directors and Officers. Except as set forth on Section 4.23 of the Company Disclosure Schedules, there are no material Contracts or Liabilities between the Company or any of its Subsidiaries, on the one hand, and any executive officer or director of the Company, on the other hand. To the Company’s Knowledge, no executive officer or director of the Company (a) possesses, directly or indirectly, any financial interest (subject to the next sentence) in, or holds a position as a director, officer or employee of, any Person that is a client, supplier, customer, lessor, lessee, or competitor or potential competitor of the Company or any of its Subsidiaries or (b) owns, holds or has any rights (including licenses or leases) in any properties, assets and rights (including Intellectual Property) (i) used or held for use in connection with the conduct of the business of the Company or any of its Subsidiaries or (ii) necessary for the continued conduct of the business of the Company or any of its Subsidiaries after the Closing in substantially the same manner as conducted prior to the Closing. Beneficial ownership of securities of a Person that represents less than 5% of the capital stock of a Person shall not be deemed to be a financial interest for purposes of this Section 4.23.
Transactions with Directors and Officers. Talk Stock and its Subsidiaries do not engage in business with any Person in which any of Talk Stock's directors or officers has a material equity interest. No director or officer of Talk Stock owns any property, asset or right which is material to the business of Talk Stock and its Subsidiaries, taken as a whole.
Transactions with Directors and Officers. Ballynagee and its Subsidiaries do not engage in business with any Person in which any of Ballynagee's directors or officers has a material equity interest. No director or officer of Ballynagee owns any property, asset or right which is material to the business of Ballynagee and its Subsidiaries, taken as a whole.
Transactions with Directors and Officers. NSLN and its Subsidiaries do not engage in business with any Person in which any of NSLN's directors or officers has a material equity interest. No director or officer of NSLN owns any property, asset or right, which is material to the business of NSLN and its Subsidiaries, taken as a whole.
Transactions with Directors and Officers. The Company does not engage in business with any Person (other than Seller) in which any of the Buyer's directors or officers has a material equity interest. No director or officer of the Company owns any property, asset or right which is material to the business of the Company.
