Company Affiliates No later than five (5) business days after the date of this Agreement, the Company shall deliver to the Purchaser a list of names and addresses of those persons who were, in the Company’s reasonable judgment, on such date, affiliates (within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act (each such person being, a “Company Affiliate”)) of the Company. The Company shall provide the Purchaser with such information and documents as the Purchaser shall reasonably request for purposes of reviewing such list. The Company shall use its reasonable best efforts to deliver or cause to be delivered to the Purchaser, prior to the Initial Expiration Date, an affiliate letter in the form attached hereto as Exhibit B, executed by each of the Company Affiliates identified in the foregoing list and any person who shall, to the knowledge of the Company, have become a Company Affiliate subsequent to the delivery of such list. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by Company Affiliates of shares of Purchaser Common Stock.
RELATIONSHIPS WITH RELATED PERSONS No director or officer of the Company has, or since January 1, 1997 has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Company's business. Except as described in Part 3.23 to the Disclosure Letter, no director or officer of the Company is, or since January 1, 1997 has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with the Company other than business dealings or transactions conducted in the Ordinary Course of Business with the Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with the Company with respect to any line of the products or services of the Company (a "Competing Business") in any market presently served by the Company. Except as set forth in Part 3.23 of the Disclosure Letter, no director or officer of the Company is a party to any Contract with, or has any claim or right against, the Company.
No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.
Service with Company During the Term of Employment, Employee -------------------- agrees to perform reasonable employment duties as the Board of Directors of the Company and/or its subsidiaries shall assign to him from time to time. Employee also agrees to serve, for any period for which he is elected as an officer of the Company and/or its subsidiaries; provided, however, that Employee shall not be entitled to any additional compensation for serving as an officer of the Company and/or its subsidiaries. From and after the Effective Date, Employee shall continue to be an executive officer of the Company with the title of Vice ---- President and General Manager. ------------------------------
Certain Business Relationships with the Company Except as disclosed on (S) 4A(s) of the Sellers' Disclosure Schedule, neither the Sellers nor their Affiliates have been involved in any business arrangement or relationship with the Company outside of the Company's Ordinary Course of Business within the past 12 months, and neither the Sellers nor any of their Affiliates owns any asset, tangible or intangible, which is used in the business of the Company.
Certain Business Relationships With Affiliates Except as listed in Section 2.24 of the Disclosure Schedule, no Affiliate of the Company (a) owns any material property or right, tangible or intangible, which is used in the business of the Company, (b) has any claim or cause of action against the Company, or (c) owes any money to, or is owed any money by, the Company. Section 2.24 of the Disclosure Schedule describes any transactions involving the receipt or payment in excess of $50,000 in any fiscal year between the Company and any Affiliate thereof which have occurred or existed since the Organization Date, other than employment agreements.
Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.
Agreements With Insiders 11 2.26.1 Lock-Up Agreements....................................................................11 2.26.2 Right of First Refusal and Rule 144 Sales.............................................11 2.27 Subsidiaries...................................................................................11 2.28 Unaudited Financials...........................................................................12
Certain Business Relationships Except as set forth in Section 3.26 of the Seller Disclosure Letter, none of the present or former directors, officers or employees of the Company or any of its Subsidiaries, or to the Company's Knowledge any present or former Shareholders, owns, directly or indirectly, any interest in any business, corporation or other entity (other than investments in publicly held companies) which, on the date hereof or within the past twelve (12) months, has been involved in any manner in any material business arrangement or relationship with the Company or any of its Subsidiaries, and none of the foregoing persons owns any property or rights, tangible or intangible, which are used in the business of the Company or any of its Subsidiaries.