Transactions with Directors, Officers and Affiliates. Except as listed on Schedule 5.34 annexed hereto, there have been no transactions since January 1, 1992 between the COMPANY and any of its directors, officers, stockholders or affiliates or any of their Family Members (as defined below) involving $60,000 or more; except for any transaction with such persons solely in such capacities. Each transaction set forth on Schedule 5.34 has been on reasonable commercial terms which could have been obtained at the time from bona fide third parties. To the best knowledge of the COMPANY, since January 1, 1992, none of the officers or directors of the COMPANY or any spouse or Family Member (as defined below) of any of such persons, has been a director, officer or consultant of, or owns directly or indirectly any interest in, any firm, corporation, association or business enterprise which during such period has been a significant supplier, customer or sales agent of the COMPANY or has competed with or been engaged in any business of the kind being conducted by the COMPANY except as disclosed on Schedule 5.34 annexed hereto. Except as disclosed on Schedule 5.34, no Family Member (which includes all relatives and their spouses in a relationship of first cousins or closer) of any STOCKHOLDER, officer or director of the COMPANY is currently an employee or consultant receiving payments from the COMPANY or otherwise on the payroll of the COMPANY or has any material claim whatsoever against or owes any amount to the COMPANY, except for claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under employee benefit plans.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Vestcom International Inc), Merger Agreement (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc)
Transactions with Directors, Officers and Affiliates. Except as listed on Schedule 5.34 annexed hereto, there have been no transactions since January 1, 1992 between the COMPANY and any of its directors, officers, stockholders or affiliates or any of their Family Members (as defined below) involving $60,000 or more; except for any transaction with such persons solely in such capacities. Each transaction set forth on Schedule 5.34 has been on reasonable commercial terms which could have been obtained at the time from bona fide third parties. To the best knowledge of the COMPANY, since January 1, 1992, none of the officers or directors of the COMPANY or any spouse or Family Member (as defined below) of any of such -42- 50 persons, has been a director, officer or consultant of, or owns directly or indirectly any interest in, any firm, corporation, association or business enterprise which during such period has been a significant supplier, customer or sales agent of the COMPANY or has competed with or been engaged in any business of the kind being conducted by the COMPANY except as disclosed on Schedule 5.34 annexed hereto. Except as disclosed on Schedule 5.34, no Family Member (which includes all relatives and their spouses in a relationship of first cousins or closer) of any STOCKHOLDER, officer or director of the COMPANY is currently an employee or consultant receiving payments from the COMPANY or otherwise on the payroll of the COMPANY or has any material claim whatsoever against or owes any amount to the COMPANY, except for claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under employee benefit plans.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vestcom International Inc)
Transactions with Directors, Officers and Affiliates. Except as listed on Schedule 5.34 5.29 annexed hereto, there have been no transactions since January 1, 1992 between the COMPANY and any of its directors, officers, stockholders or affiliates or any of their Family Members (as defined below) involving $60,000 or more; except for any transaction with such persons solely in such capacities. Each transaction set forth on Schedule 5.34 5.29 has been on reasonable commercial terms which could have been obtained at the time from bona fide third parties. To the best knowledge of the COMPANY, since January 1, 1992, none of the officers or directors of the COMPANY or any spouse or Family Member (as defined below) of any of such persons, has been a director, officer or consultant of, or owns directly or indirectly any interest in, any firm, corporation, association or business enterprise which during such period has been a significant supplier, customer or sales agent of the COMPANY or has competed with or been engaged in any business of the kind being conducted by the -48- 56 COMPANY except as disclosed on Schedule 5.34 5.29 annexed hereto. Except as disclosed on Schedule 5.345.29, no Family Member (which includes all relatives and their spouses in a relationship of first cousins or closer) of any STOCKHOLDER, officer or director of the COMPANY is currently an employee or consultant receiving payments from the COMPANY or otherwise on the payroll of the COMPANY or has any material claim whatsoever against or owes any amount to the COMPANY, except for claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under employee benefit plans.
Appears in 1 contract
Samples: Share Purchase Agreement (Vestcom International Inc)