Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. To the Knowledge of the Company, except as set forth on Schedule 3.22, no officer, director or affiliate of the Company or any of the Subsidiaries: (a) owns, directly or indirectly, any interest in a company (excepting less than 1% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any such company that is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company or any of its Subsidiaries; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company or any of the Subsidiaries uses in the conduct of its business; or (c) has any cause of action or other claim whatsoever against, or owes any amount to, the Company or any of the Subsidiaries, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under the Benefit Plans, and similar matters and agreements arising in the ordinary course of business.

Appears in 2 contracts

Samples: Share Purchase Agreement (Universal American Financial Corp), Share Purchase Agreement (Harnett Bertram)

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Potential Conflicts of Interest. To the Knowledge of the Company, except as set forth on Schedule 3.22no officer or director, no officer, director or affiliate of the Company or any of the SubsidiariesCompany: (a) owns, directly or indirectly, any owns a material equity interest in a company (excepting less than 1% stock holdings for investment purposes in securities of publicly held and traded companies; provided that in the case of an officer of the Company, such stock holdings shall not exceed a one percent (1%) equity stake in any publicly held company), or is an officer, director, employee or consultant of, any such company that Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company or any of its Subsidiaries; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company or any of the its Subsidiaries uses uses, in the conduct of its business; or (c) has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company or any of the SubsidiariesCompany, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under the Benefit Plansemployee benefit plans, and similar matters and agreements arising in existing on the ordinary course of businessdate hereof.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Techteam Global Inc), Securities Purchase Agreement (Techteam Global Inc)

Potential Conflicts of Interest. To the Knowledge knowledge of the Company, except as set forth on Schedule 3.225.25, no officer, director or affiliate Affiliate of the Company Company, and no relative or spouse of any of the Subsidiariessuch officer, director or Affiliate: (a) owns, directly or indirectly, any interest in a company (excepting less than 1% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any such company that Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company or any of its SubsidiariesCompany; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company or any of the Subsidiaries uses in the conduct of its business; or (c) has any cause of action or other claim whatsoever against, or owes any amount to, the Company or any of the SubsidiariesCompany, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under the Benefit Plansemployee benefit plans, and similar matters and agreements arising in the ordinary course of business.

Appears in 2 contracts

Samples: Securities Purchase Agreement (National Auto Finance Co Inc), Securities Purchase Agreement (National Auto Finance Co Inc)

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Potential Conflicts of Interest. To the Knowledge of the Company, except Except as set forth on Schedule 3.225.22, no officer, director or affiliate stockholder of five percent (5%) or more of the aggregate number of shares of Common Stock then outstanding on a fully diluted basis of the Company or any of the Subsidiaries, no spouse of any such officer, director or stockholder: (a) owns, directly or indirectly, any interest in a company (excepting less than 1% stock holdings for investment purposes in securities of publicly held and traded companies)in, or is an officer, director, employee or consultant of, any such company that Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company or any of its SubsidiariesCompany; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company or any of the Subsidiaries uses in the conduct of its business; or (c) has any cause of action or other claim whatsoever against, or owes any amount to, the Company or any of the SubsidiariesCompany, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under the Benefit Plansemployee benefit plans, and similar matters and agreements arising in existing on the ordinary course of businessdate hereof and described on Schedule 5.22.

Appears in 1 contract

Samples: Series D Stock Purchase Agreement (Build a Bear Workshop Inc)

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