Transactions With Officers and Directors. Except as set forth in the SEC Documents, none of the officers or directors of the Company has entered into any transaction with the Company or any Subsidiary that would be required to be disclosed pursuant to Item 404(a) or (c) of Regulation S-K of the SEC.
Transactions With Officers and Directors. Except pursuant to agreements or arrangements in effect on the date of this Agreement and set forth on Company Disclosure Schedule 5.01(f), pay, loan, or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any of their immediate family members or any Affiliates or associates (as such terms are defined under the Exchange Act) of any of its officers or directors other than compensation or business expense reimbursement in the ordinary course of business consistent with past practice.
Transactions With Officers and Directors. Except as otherwise disclosed in DME's financial statements dated December 31, 1998 and delivered to Pride Automotive Group, there have been, and through the date of Closing there will be (1) no bonuses or unusual compensation to any of the officers or directors of DME; (2) no loans, leases or contracts made to or with any of the officers or directors of DME; (3) no dividends or other distributions declared or paid by DME; and (4) no purchases by DME of any of its capital shares.
Transactions With Officers and Directors. Except as set forth in the Memorandum, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as officers or 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 to the knowledge of the Company, any entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $60,000 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, including stock option agreements under any stock option plan of the Company.
Transactions With Officers and Directors. None of the officers or directors of WinWin has entered into any transaction with WinWin or any Subsidiary that would be required to be disclosed pursuant to Item 404(a), (b) or (c) of Regulation S-K of the SEC.
Transactions With Officers and Directors. All transactions by and between the Company and any Subsidiary, on the one hand, and any officer or director of the Company or Subsidiary, on the other hand, shall be conducted on an arm’s-length basis, shall be on terms and conditions no less favorable to the Company or the Subsidiary than could be obtained from nonrelated persons and such transactions shall be approved in advance by a majority of the disinterested members of the Board; provided, however, that the foregoing approval requirement shall not apply to:
(i) fees paid to directors for their service on the Board, including expense reimbursement,
(ii) the purchase of directors and officers insurance from unaffiliated insurers or
(iii) transactions contemplated by the Registration Rights Agreement.
Transactions With Officers and Directors. Except as otherwise disclosed in B.A. Network's financial statements dated December 31, 1999 and delivered to ACEI, there have been, and through the date of Closing there will be (1) no bonuses or unusual compensation to any of the officers or directors of B.A. Network; (2) no loans, leases or contracts made to or with any of the officers or directors of B.A. Network; (3) no dividends or other distributions declared or paid by B.A. Network; and (4) no purchases by B.A. Network of any of its capital shares.
Transactions With Officers and Directors. Except as otherwise disclosed in GWIS's financial statements dated December 31, 1998 and delivered to ACEI, there have been, and through the date of Closing there will be (1) no bonuses or unusual compensation to any of the officers or directors of GWIS; (2) no loans, leases or contracts made to or with any of the officers or directors of GWIS; (3) no dividends or other distributions declared or paid by GWIS; and (4) no purchases by GWIS of any of its capital shares.
Transactions With Officers and Directors. Except as set forth in Section 3(t) of the Disclosure Letter, since January 1, 2002, none of the officers or directors of the Company has entered into any transaction with the Company or any Subsidiary that would be required to be disclosed in the Company's Annual Report on Form 20-F.
Transactions With Officers and Directors. Except as set forth in the Offering Materials, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as officers or 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 to the knowledge of the Company, any entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $60,000 other than (i) for payment of salary, consulting fees, board or board committee compensation for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company, and (iv) the payment of fees to the Placement Agent and the Company’s other obligations pursuant to the Placement Agent Agreement (it being acknowledged that Xxxxxxx XxXxxxxxx, a director and Chairman of the Board of the Company, is a principal of the Placement Agent and Xx. XxXxxxxxx is a Purchaser hereunder and is therefore a party to this Agreement and certain of the other Transaction Documents).
