Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 93 contracts
Samples: Stock Purchase Agreement (Grom Social Enterprises, Inc.), Investment Agreement (North American Oil & Gas Corp.), And Restsated Investment Agreement (iHookup Social, Inc.)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 83 contracts
Samples: Amended Equity Financing Agreement (VNUE, Inc.), Amended Equity Financing Agreement (DarkPulse, Inc.), Second Amended Equity Financing Agreement (DarkPulse, Inc.)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 67 contracts
Samples: Securities Purchase Agreement (Westport Energy Holdings Inc.), Securities Purchase Agreement (Ignis Petroleum Group, Inc.), Securities Purchase Agreement (Ignis Petroleum Group, Inc.)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 59 contracts
Samples: Securities Purchase Agreement (Silver Star Energy Inc), Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Smartire Systems Inc)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 43 contracts
Samples: Securities Purchase Agreement (Gulf Coast Oil & Gas Inc.), Securities Purchase Agreement (Teleplus Enterprises Inc), Securities Purchase Agreement (Teleplus Enterprises Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 22 contracts
Samples: Investment Agreement (Phi Group Inc), Investment Agreement (ProPhase Labs, Inc.), Investment Agreement (Sunshine Biopharma, Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 19 contracts
Samples: Investment Agreement (Cyber Digital Inc), Investment Agreement (Nexia Holdings Inc), Investment Agreement (Eagle Broadband Inc)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Torque Engineering Corp), Securities Purchase Agreement (Advanced Communications Technologies Inc), Securities Purchase Agreement (Lite King Corp)
Transactions with Affiliates. The So long as the Convertible Debenture is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) 2 years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Samsara Luggage, Inc.), Securities Purchase Agreement (Samsara Luggage, Inc.), Securities Purchase Agreement (Kraig Biocraft Laboratories, Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 12 contracts
Samples: Investment Agreement (Egpi Firecreek, Inc.), Investment Agreement (Egpi Firecreek, Inc.), Investment Agreement (Houseraising, Inc.)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 8 contracts
Samples: Investment Agreement (Gk Intelligent Systems Inc), Investment Agreement (Human Biosystems Inc), Investment Agreement (Nova Communications LTD)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 7 contracts
Samples: Equity Financing Agreement (Trans American Aquaculture, Inc), Equity Commitment Agreement (West Coast Ventures Group Corp.), Equity Financing Agreement (Financial Gravity Companies, Inc.)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 7 contracts
Samples: Stock Purchase Agreement (ETAO International Co., Ltd.), Investment Agreement (Pgi Energy Fund I Series-2010,inc), Investment Agreement (Pgi Energy Fund I Series-2010,inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 7 contracts
Samples: Equity Purchase Agreement (Graphite Corp), Equity Purchase Agreement (Jubilant Flame International, LTD), Equity Purchase Agreement (Monster Arts Inc.)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 510% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 510% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 6 contracts
Samples: Investment Agreement (American Cannabis Company, Inc.), Amended and Restated Investment Agreement (American Cannabis Company, Inc.), Investment Agreement (APT Systems Inc)
Transactions with Affiliates. The So long as any Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 6 contracts
Samples: Securities Purchase Agreement (MobiVentures Inc.), Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc), Securities Purchase Agreement (Man Shing Agricultural Holdings, Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 6 contracts
Samples: Investment Agreement (Endonovo Therapeutics, Inc.), Investment Agreement (Phi Group Inc), Investment Agreement (Natcore Technology Inc.)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Falcon Natural Gas Corp)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 5 contracts
Samples: Investment Agreement (Locateplus Holdings Corp), Investment Agreement (B2Digital, Inc.), Investment Agreement (Force Protection Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 5 contracts
Samples: Investment Agreement (Jacobson Resonance Enterprises Inc), Investment Agreement (C 3d Digital Inc), 3 Investment Agreement (FTS Apparel Inc)
Transactions with Affiliates. The During the Lock Up Period, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"), ”) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 4 contracts
Samples: Subscription Agreement (iTalk Inc.), Subscription Agreement (Egpi Firecreek, Inc.), Subscription Agreement (Marmion Industries Corp)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 4 contracts
Samples: Investment Agreement (Arista Financial Corp.), Investment Agreement (NCM Financial), Investment Agreement (Petron Energy II, Inc.)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), “RELATED PARTY”) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" “AFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" “CONTROL” or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Virtra Systems Inc)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Securities Purchase Agreement (City Network Inc), Securities Purchase Agreement (Radial Energy, Inc.), Securities Purchase Agreement (Radial Energy, Inc.)
Transactions with Affiliates. The Company shall not, and shall ------------------------------ cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Investment Agreement (Diversified Product Inspections Inc), 9 Investment Agreement (Diversified Product Inspections Inc), Investment Agreement (Marketcentral Net Corp)
Transactions with Affiliates. The So long as the sum of the number of shares of (i) Common Stock into which the Shares held by the Purchaser are convertible, and (ii) Common Stock held by the Purchaser, exceeds 1% of the outstanding Common Stock, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify modify, or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of any class of the Common StockCompany's capital stock, or Affiliates affiliates, or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each each, a "Related Party"), except for (Ii) transactions contemplated by the Acquisition Agreement, (ii) customary employment arrangements and benefit programs on reasonable terms, (IIiii) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIvi) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Class B Convertible Preferred Stock Purchase Agreement (Softquad Software LTD), Class B Convertible Preferred Stock Purchase Agreement (Softquad Software LTD), Convertible Preferred Stock Purchase Agreement (Thomson & Kernaghan Co LTD)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Investment Agreement (Force Protection Inc), Investment Agreement (Symbollon Corp), Investment Agreement (Organitech Usa Inc)
Transactions with Affiliates. The So long as any Secured Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Cmark International Inc), Securities Purchase Agreement (Cmark International Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Investment Agreement (Locateplus Holdings Corp), Investment Agreement (Locateplus Holdings Corp), Investment Agreement (Flexxtech Corp)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% ten percent (10%) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cirtran Corp), Securities Purchase Agreement (Cirtran Corp), Securities Purchase Agreement (Cirtran Corp)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Equity Financing Agreement, Securities Purchase Agreement (Rocky Mountain High Brands, Inc.), Equity Financing Agreement (Rocky Mountain High Brands, Inc.)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Bsi2000 Inc), Securities Purchase Agreement (Bsi2000 Inc), Securities Purchase Agreement (Bsi2000 Inc)
Transactions with Affiliates. The So long as any Securities are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Pervasip Corp), Securities Purchase Agreement (Pervasip Corp), Securities Purchase Agreement (Premier Beverage Group Corp)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an armsarm's-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Compliance Systems Corp), Securities Purchase Agreement (Compliance Systems Corp), Securities Purchase Agreement (Compliance Systems Corp)
Transactions with Affiliates. The So long as any Securities are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment and consulting arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity. Nothing in this Section 4(h) shall preclude the Company from filing the S-8 Registration Statement as provided in Section 3(c).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Bitzio, Inc.), Securities Purchase Agreement (Us Fuel Corp), Securities Purchase Agreement (GTX Corp)
Transactions with Affiliates. The So long as any Series E Preferred Stock are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders share Purchasers who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Investment Agreement (Probe Manufacturing Inc), Investment Agreement (Homeland Security Network, Inc.)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.. (I) FILING OF FORM 8-K. On or before the date which is three (3) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Transaction Documents in the form required by the 1934 Act, if such filing is required. (J)
Appears in 2 contracts
Samples: 3 Investment Agreement (Newave Inc), Investment Agreement (Jane Butel Corp)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Subscription Agreement (Flexxtech Corp), Subscription Agreement (FTS Apparel Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.with
Appears in 2 contracts
Samples: Investment agreement (RadTek, Inc), Investment agreement (RadTek, Inc)
Transactions with Affiliates. The So long as any Convertible Notes are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common StockOrdinary Shares, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in the Company or in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Futuremedia PLC), Securities Purchase Agreement (Futuremedia PLC)
Transactions with Affiliates. The So long as (i) any Preferred Shares or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value equal to or greater than $100,000, the Company shall not, and shall cause each of its Controlled Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Controlled Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Controlled Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Controlled Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.that
Appears in 2 contracts
Samples: Securities Purchase Agreement (Digs Inc), Securities Purchase Agreement (Digs Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary to enter into, amend, modify modify, or supplement, any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Investment Agreement (Vaccinogen Inc), Investment Agreement (Vaccinogen Inc)
Transactions with Affiliates. The So long as any Securities are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, entity or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Uniview Technologies Corp), Securities Purchase Agreement (Uniview Technologies Corp)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in the Company or an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Smartire Systems Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (IV) ongoing Related Party transactions and arrangements as identified in the current SEC filings. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Investment Agreement (Eastgate Acquisitions Corp), Investment Agreement (Eastgate Acquisitions Corp)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIterms,(ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Equity Financing Agreement, Equity Financing Agreement (DSG Global Inc.)
Transactions with Affiliates. The So long as the Convertible Debenture is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Transax International LTD), Securities Purchase Agreement (Transax International LTD)
Transactions with Affiliates. The So long as (a) any Repricing Warrants are outstanding or (b) any Purchaser owns Repricing Shares with a market value equal to or greater than $200,000, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify modify, or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify modify, or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common StockStock or affiliates, or Affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under share common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.for
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Telecom Wireless Corp/Co), Common Stock Purchase Agreement (Telecom Wireless Corp/Co)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Seen on Screen Tv Inc.), Equity Purchase Agreement (Well Power, Inc.)
Transactions with Affiliates. The So long as (i) any Preferred Shares ---------------------------- or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of $100,000 the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, Party or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medcare Technologies Inc), Securities Purchase Agreement (Medcare Technologies Inc)
Transactions with Affiliates. The So long as any Notes are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement (an “Affiliate Transaction”) with any of its or any Subsidiary's officers, subsidiary’s officers or directors, or persons who were officers or directors of the Company at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”) for an aggregate amount for all Affiliate Transactions with such Related Party in excess of fifty thousand dollars ($50,000), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreementinvestment in an Affiliate of the Company, transaction, commitment or arrangement (c) any Affiliate Transaction on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment or arrangement Affiliate Transaction which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity. In the event the Company wishes to engage in an Affiliate Transaction valued in excess of fifty thousand dollars ($50,000) the Buyer and the Company shall agree upon an independent third party who shall be engaged at the Company’s expense to determine whether such Affiliate Transaction is permissible pursuant to one or more of (a) through (d) of this paragraph.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vortex Resources Corp.), Securities Purchase Agreement (Platina Energy Group Inc.)
Transactions with Affiliates. The So long as any Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Endocare Inc), Securities Purchase Agreement (Endocare Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Investment Agreement (Next Inc/Tn), Investment Agreement (Cal Bay International Inc)
Transactions with Affiliates. The So long as (i) any Convertible Notes are outstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIi) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (E Com Ventures Inc), Securities Purchase Agreement (E Com Ventures Inc)
Transactions with Affiliates. The Company shall not, and shall ------------------------------ cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), ) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (IIii) has five percent (5% %) or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Subscription Agreement (Hyperdynamics Corp), Network Installation Corp
Transactions with Affiliates. The So long as at least $100,000 in principal of the Convertible Debentures is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 2 contracts
Samples: Securities Purchase Agreement (U.S. Helicopter CORP), Securities Purchase Agreement (U.S. Helicopter CORP)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.or
Appears in 2 contracts
Samples: Investment Agreement (Flint Telecom Group Inc.), Investment Agreement (Milwaukee Iron Arena Football, Inc)
Transactions with Affiliates. The So long as any Debentures or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement involving more than $50,000 with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Igen International Inc /De)
Transactions with Affiliates. The Without the prior written consent of the Investor, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I1) customary employment arrangements and benefit programs on reasonable terms, (II2) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Third-Party other than such Related Party, or (IIIParty,(3) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (4) extensions or amendments of any existing employment agreement. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I1) has a 5% or more equity interest in that person or entity, (II2) has 5% or more common ownership with that person or entity, (III3) controls that person or entity, or (IV4) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls Controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: 5 G Wireless Communications Inc
Transactions with Affiliates. The So long as any Preferred Shares are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as any Convertible ------------------------------ Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary ------------- employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for ----------- purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" ------- -------- for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Falcon Natural Gas Corp)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (I) customary employment -------------- arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, ------ another person or entity that, directly or indirectly, (I) has a five percent (5% %) or more equity interest in that person or entity, (II) has five percent (5% %) or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has ------- -------- the power, directly direct or indirectlyindirect, to conduct or govern the policies of another - person or entity.. -
Appears in 1 contract
Transactions with Affiliates. The So long as any Replacement Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates of the Company or its Subsidiaries or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which that would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which that is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, (iv) is controlled by that person or entity or (IVv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as any Securities or Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof of this section only means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Thermoview Industries Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.{00006735 }
Appears in 1 contract
Samples: Investment Agreement (Kallo Inc.)
Transactions with Affiliates. The So long as any Note or Warrant is outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's ’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the CompanyCompany or e) any transaction, or series of transaction with any Related Party, in which the amount involved does not exceed $30,000. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pure Vanilla Exchange Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"''), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Common Stock Investment Agreement (Autobond Acceptance Corp)
Transactions with Affiliates. The So long as any Note or Warrant is outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's ’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kentucky USA Energy, Inc.)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The Except as set forth in this Section, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Equity Purchase Agreement (Accelera Innovations, Inc.)
Transactions with Affiliates. The Except as may be required in connection with the Company’s future acquisition of any of its Subsidiaries, or other obligations as disclosed in the SEC Documents filed at least ten days prior to the date hereof, so long as any Notes are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's ’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Charys Holding Co Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (iv) as set forth in the SEC Documents. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 510% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as (i) any Preferred Shares or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of at least $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company or (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any supplementany agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), “RELATED PARTY”) during the Lock Up Period; except for (Ii) customary employment arrangements and benefit programs on reasonable termsterms (including changes currently under discussion with the Company's Board of Directors concerning the compensation, to be payable in stock, of the Chairman of the Board), (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" “AFFILIATE” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a five percent (5% %) or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.that
Appears in 1 contract
Transactions with Affiliates. The So long as any Convertible ------------------------------ Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for (Ia) customary ------------- employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for --------- purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" ------- -------- for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as any Securities or Warrants ---------------------------- are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary ------------- employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, --------- with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Satcon Technology Corp)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's ’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "“Related Party"”), except for (Ii) customary employment arrangements and benefit programs on reasonable termsprograms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "“Control" ” or "“Controls" ” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as the Convertible Debenture is outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as any Preferred Stock or ------------------------------ Warrants are outstanding, the Company shall not, and shall cause each of its Subsidiaries or affiliated entities not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 510% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 510% or more beneficial interest (each a "Related ------- Party"), except for (Ia) customary employment arrangements and benefit programs -- on reasonable termsterms consistent with prior practice, (IIb) any agreement, exhibit 10.1, page 16 transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director Company who is also an officer of have no material financial interest in the Company matter or any Subsidiary of (d) transactions pursuant to the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangementTransaction Documents. "Affiliate" for purposes hereof of this section only means, --------- with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 520% or more equity interest in that person or entity, (IIii) has 520% or more common ownership with that person or entity, (IIIiii) controls or is controlled by that person or entity, or (IViv) shares common control or is under common control with that person or entity. "Control" or "Controls" for ------- -------- purposes hereof of this section means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Level 8 Systems Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stockcommon stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" Affiliate for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under common control with that person or entity. "Control" Control or "Controls" Controls for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Investment Agreement (Green Technology Solutions, Inc.)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis which the Board of Directors deems fair and on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Investment Agreement (Enerteck Corp)
Transactions with Affiliates. The So long as any Notes are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as any of the ------------------------------ Convertible Debenture remains outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related Party"), except for ------------- (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For Company and for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for --------- purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" ------- -------- for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Charys Holding Co Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its subsidiaries to, sell, lease, license or otherwise transfer any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stockassets to, or Affiliates purchase, lease, license or with otherwise acquire any individual related by bloodassets from, marriage or adoption to otherwise engage in any such individual or with other transactions with, any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party")of its Affiliates, except for (Ia) customary employment arrangements transactions that are at prices and benefit programs on reasonable termsterms and conditions not less favorable to the Company or such subsidiary than those that would prevail in arm’s-length transactions with unrelated third parties, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis issuances by the Company of equity and receipt by the Company of capital contributions on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved deemed to be fair and reasonable by a majority of the disinterested directors of the Company. For purposes hereof’s board of directors, any director who is also an officer (c) compensation and indemnification of, and other employment arrangements with, directors, officers and employees of the Company or any Subsidiary subsidiary of the Company, (d) any transaction determined by a majority of the disinterested directors of the applicable entity’s board of directors to be fair to the applicable entity, (e) any transaction with respect to which the fair market value of the related property or assets, nor the consideration therefor, does not exceed $500,000, and (f) transfers of intellectual Property from a subsidiary of the Company shall not be a disinterested director with respect to any such agreementthe Company. As used herein, transaction, commitment or arrangement. "“Affiliate" for purposes hereof ” means, with respect as applied to any person or entity, another any other person or entity thatwho, directly or indirectly, (I) has a 5% controls, is controlled by, or more equity interest in that person or entityis under common control with, (II) has 5% or more common ownership with that person or entity, (III) controls that such person or entity, or (IV) is under common control with that person a family member related by birth or entitymarriage. "Control" or "Controls" for For purposes hereof of the definition of Affiliate, “control” means that a person or entity has the powerpossession, directly or indirectly, of the power to conduct or govern direct the management and policies of another a person or entity, whether through the ownership of equity interests, by contract, or otherwise; provided, however, that, in any event: (i) any person or entity who owns directly or indirectly fifty percent (50%) or more of the securities having ordinary voting power for the election of directors or other members of the governing body of a person or entity or fifty percent (50%) or more of the partnership, member or other ownership interests of a person or entity (other than as a limited partner of such entity) shall be deemed to control such entity; and (ii) each officer or director (or manager) of an entity shall be deemed to be an Affiliate of such entity. The Company shall not, and shall not permit any Domestic Subsidiary to, sell, convey, distribute, assign or otherwise transfer any assets to the Maryland Subsidiary. The Company shall not permit the Maryland Subsidiary to acquire ownership of any patents, patent applications, trademarks, trademark applications, copyrights and/or copyright applications. All of the forgoing intellectual property shall be owned only by the Company and/or the California Subsidiary.
Appears in 1 contract
Samples: Note Exchange and Purchase Agreement (VistaGen Therapeutics, Inc.)
Transactions with Affiliates. The So long as (i) any Convertible ---------------------------- Debentures or Warrants are outstanding or (ii) any Investor owns Conversion Shares and/or Warrant Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary ------------- employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an armsarm's-length basis on terms no less favorable than terms which that would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which that is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this Section means, with respect to any person or entityPerson, --------- another person or entity Person that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entityPerson, (IIii) has 5% or more common ownership with that person or entityPerson, (IIIiii) controls that person or entityPerson, or (IViv) is under shares common control with that person or entityPerson. "Control" or "Controlscontrols" for purposes hereof of this Agreement means that a person or entity Person has ------- -------- the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entityPerson.
Appears in 1 contract
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's subsidiary’s officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% five percent or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% five percent or more beneficial interest (each a "“Related Party"”), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "“Affiliate" ” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent or more equity interest in that person or entity, (IIii) has 5% ten percent or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "“Control" ” or "Controls" “controls” for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neomedia Technologies Inc)
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ii) customary employment arrangements and benefit programs on reasonable terms, (IIii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIiii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company, or (iv) loans made by Jerome Mahoney, Chief Executive Officer of the Company, to the Compaxx xxx xxxxxxx capital needs. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (I) customary employment arrangements and benefit programs on reasonable terms, (II) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (I) has a 5% or more equity interest in that person or entity, (II) has 5% or more common ownership with that person or entity, (III) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity. Xxxxxx International, Ltd. INVESTMENT.AGREEMENT.June 2011. (I) FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Equity Line Transaction Documents in the form required by the 1934 Act, if such filing is required.
Appears in 1 contract
Samples: Investment Agreement (Coates International LTD \De\)
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For ; for purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct control or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as any Shares, A Warrant or B ---------------------------- Warrant are outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, directors or persons who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), ------------- except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party Person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof of this section only means, --------- with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controls" for purposes hereof of this section means that a person or ------- -------- entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Satcon Technology Corp)
Transactions with Affiliates. The So long as any Preferred Shares are outstanding the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as (i) any Preferred Shares or Warrants are outstanding or (ii) any Buyer owns Conversion Shares or Warrant Shares with a market value of $500,000 the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company or (c) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (III) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as (i) any Convertible Notes are outstanding or (ii) any Buyer owns Conversion Shares with a market value equal to or greater than $500,000, the Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIIc) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 5% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "ControlCONTROL" or "ControlsCONTROLS" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
Transactions with Affiliates. The So long as any Convertible Debentures are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own five percent (5% %) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5% %) or more beneficial interest (each a "Related PartyRELATED PARTY"), except for (Ia) customary employment arrangements and benefit programs on reasonable termsterms and customary agreements, (IIb) any investment in an Affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For , for purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "AffiliateAFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% ten percent (10%) or more equity interest in that person or entity, (IIii) has 5% ten percent (10%) or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IV) is under common control with that person or entity. "Control" or "Controls" for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.that
Appears in 1 contract
Transactions with Affiliates. The Unless the approval of a majority of the independent members of the Company's Board of Directors is obtained, so long as any Series A Preferred Shares are outstanding, the Company shall not, and shall cause each of its Subsidiaries subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary subsidiary to enter into, amend, modify or supplement, supplement any agreement, transaction, commitment commitment, or arrangement with any of its or any Subsidiarysubsidiary's officers, directors, persons person who were officers or directors at any time during the previous two (2) years, shareholders stockholders who beneficially own 5% or more of the Common Stock, or Affiliates affiliates, or with any individual related by blood, marriage marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (Ia) customary employment arrangements and benefit programs on reasonable terms, (IIb) any investment in an affiliate of the Company, (c) any agreement, transaction, commitment commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party person other than such Related Party, or (IIId) any agreement, agreement transaction, commitment commitment, or arrangement which is approved by a majority of the disinterested directors of the Company. For Company or purposes hereof, any director who is also an officer of the Company or any Subsidiary subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment commitment, or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (Ii) has a 5% or more equity interest in that person or entity, (IIii) has 510% or more common ownership with that person or entity, (IIIiii) controls that person or entity, or (IViv) is under shares common control with that person or entity. "Control" or "Controlscontrols" for purposes hereof means that a person or entity has the power, directly direct or indirectlyindirect, to conduct or govern the policies of another person or entity.
Appears in 1 contract
