No Illegal or Improper Transactions. Since January 1, 2007, neither the Company nor any of its Subsidiaries nor any officer, director, manager, member, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any Company Product, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirement, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described above. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cullen Agricultural Holding Corp)
No Illegal or Improper Transactions. Since January 1, 2007, neither the Company nor any of its Subsidiaries nor or any officer, director, manager, member, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any Company Product, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirement, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on be materially adverse to the business, assets, or financial condition of the Company and or any of its Subsidiaries Subsidiaries, taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described aboveApplicable Law. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, nor any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Trio Merger Corp.)
No Illegal or Improper Transactions. Since January 1, 20072002, neither the Company nor any of its Subsidiaries nor any Signing Shareholder or any officer, director, manager, member, employee, agent or Affiliate of the Company or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any Company Productproduct or service, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirementapplicable ordinance, regulation or law, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on be materially adverse to the business, assets, prospects or financial condition of the Company and or any of its Subsidiaries Subsidiaries, taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described aboveapplicable law. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, nor any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § Sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rhapsody Acquisition Corp.)
No Illegal or Improper Transactions. Since January 1, 2007, neither the Company Parent nor any of its Subsidiaries nor or any officer, director, manager, member, employee, agent or Affiliate of the Company Parent or its Subsidiaries on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company Parent or any of its Subsidiaries, (b) facilitating the purchase or sale of any Company Productproduct or services, or (c) avoiding the imposition of any fine or penalty, in each case of clauses (a) through (c), in any manner which is in violation of any Legal Requirement, the effect of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company Parent and its Subsidiaries taken as a whole. To the CompanyParent’s knowledge, no employee of the Company Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Legal Requirement described above. Neither the Company Parent nor any of its Subsidiaries nor, to the CompanyParent’s knowledge, any officer, employee, contractor, subcontractor or agent of the Company Parent or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company Parent or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cullen Agricultural Holding Corp)
