Transactions with Interested Persons Clause Samples
The "Transactions with Interested Persons" clause regulates dealings between the company and individuals or entities that have a personal or financial interest in the company, such as directors, officers, or major shareholders. Typically, this clause requires that any such transactions be disclosed to and approved by disinterested members of the board or shareholders, and may set standards for fairness or require independent evaluation. Its core function is to prevent conflicts of interest and ensure that all transactions are conducted at arm's length, thereby protecting the company and its stakeholders from self-dealing or unfair advantage.
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Transactions with Interested Persons. Except as disclosed on Schedule 5.30, no officer, director or employee of the Company or any Company Subsidiary is, or has made any arrangements with the Company or any Company Subsidiary to become, a party to any transaction with the Company or any Company Subsidiary (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, director or such employee or, to the knowledge of the Company, any entity in which any officer, director or any such employee has a substantial interest or is an officer, director, trustee or partner.
Transactions with Interested Persons. Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if:
(a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or
(b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company, any Manager or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.
Transactions with Interested Persons. Except as set forth in SCHEDULE 3.22 hereto, no Stockholder, officer, employee or director of the Company and none of their respective parents, grandparents, spouses, children, siblings or grandchildren owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor, supplier or customer of the Company or any organization, person or entity with whom the Company is doing business.
Transactions with Interested Persons. Except as set forth in the Disclosure Documents, no officer, director or employee of the Company is or has made any arrangements with the Company to become a party to any transaction with the Company (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, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
Transactions with Interested Persons. Neither Seller nor any principal, officer, supervisory employee or director of Seller or any of their respective spouses or family members owns directly or indirectly, on an individual or joint basis, any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Seller, or any organization which has a material contract or arrangement with Seller.
Transactions with Interested Persons. No officer, director or employee of the Company or any Company Subsidiary is or has made any arrangements with the Company or any Company Subsidiary to become a party to any transaction with the Company or any Company Subsidiary (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, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
Transactions with Interested Persons. Except as set forth in Schedule 2.22 hereto, neither Seller, nor any shareholder, officer, supervisory employee or director of Seller or, to the knowledge of Seller or the Management Shareholders, any of their respective spouses or family members owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Seller, or any organization which has a material contract or arrangement with Seller.
Transactions with Interested Persons. Except as set forth on Schedule 5.1(cc) attached hereto, no officer, director, shareholder or employee of the Seller, the Company or the Subsidiary, or their respective spouses or children is or owns, directly or indirectly, on an individual or joint basis, any material interest in, or serves as an officer or director of, any customer, competitor or supplier of the Business or any organization which has a contract, agreement, arrangement or commitment with the Company or the Subsidiary relating to the Business.
Transactions with Interested Persons. Except as set forth in Schedule ------------------------------------ -------- 2.27 attached hereto, neither Company, any of its Subsidiaries, any Stockholder, ---- officer, supervisory employee or director of either Company or Subsidiary nor, to the knowledge of the Companies and the Stockholders, any of their respective spouses or family members, owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of either Company or any Subsidiary, or any organization which has a material contract or arrangement with either Company or any of its Subsidiaries. Except as set forth in Schedule -------- 2.27 attached hereto, there are no loans, leases or other continuing ---- transactions between either Company or any Subsidiary and any present, or former, stockholder, director, officer or employee or, to the knowledge of the Companies and the Stockholders, any member of such stockholder's, director's, officer's or employee's immediate family, or any business organization controlled by any such stockholder, director, officer, employee or his or her immediate family.
Transactions with Interested Persons. Except as set forth on Schedule 3.28 attached hereto, no officer, supervisory employee or director of the Company owns directly or indirectly, either individually or jointly, any material interest in, or serves as an officer or director of, any customer, competitor or supplier of the Company, or any organization which has a material contract or arrangement with the Company.