Absence of Questionable Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in material violation of Section 30A of the Exchange Act. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has accepted or received any unlawful contributions, payments, gifts, or expenditures.
Appears in 4 contracts
Samples: Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Ontario Teachers Pension Plan Board)
Absence of Questionable Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company's knowledge, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in material violation of Section 30A of the Exchange Act. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has accepted or received any unlawful contributions, payments, gifts, or expenditures.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metro Networks Inc), Agreement and Plan of Merger (Westwood One Inc /De/)
Absence of Questionable Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge Subsidiary of the Company, Company nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary of its subsidiariesthe Company, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in material violation of Section 30A of the Exchange Act. Neither the Company nor any Subsidiary of its subsidiaries the Company nor any current director, officer, nor, to the Company's knowledge’s Knowledge, any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary of its subsidiariesthe Company, has accepted or received any unlawful contributions, payments, gifts, or expenditures. The Company is in compliance with the provisions of Section 13(b) of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercator Software Inc), Agreement and Plan of Merger (Ascential Software Corp)
Absence of Questionable Payments. Neither To the Company's knowledge, neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in material violation of Section 30A of the Exchange Act. Neither To the Company's knowledge, neither the Company nor any of its subsidiaries nor, to the Company's knowledge, Subsidiaries nor any current director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries, has accepted or received any unlawful contributions, payments, gifts, gifts or expenditures.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Welbilt Corp), 5 Agreement and Plan of Merger (Scotsman Industries Inc)
Absence of Questionable Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in material violation of Section 30A the Foreign Corrupt Practices Act of the Exchange Act1977, as amended, or any other Applicable Law. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, subsidiaries has accepted or received any unlawful contributions, payments, gifts, gifts or expenditures.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (White Electronic Designs Corp)
Absence of Questionable Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, Subsidiaries nor any director, officer, agent, employee or other person Person acting on behalf of the Company or any of its subsidiariesSubsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or EXECUTION COPY unrecorded funds in material violation of Section 30A of the Exchange Act. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the Company's knowledgeKnowledge, any current director, officer, agent, employee or other person Person acting on behalf of the Company or any of its subsidiariesSubsidiaries, has accepted or received any unlawful contributions, payments, gifts, gifts or expenditures.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pencil Acquisition Corp.)
Absence of Questionable Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in material violation of Section 30A of the Exchange Act. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiariesSubsidiaries has used or agreed to use any funds of the Company or any of its Subsidiaries for improper or unlawful contributions, payments, gifts or entertainment or made any improper or unlawful expenditures relating to political activity to any domestic or foreign government official or other person. Neither the Company nor any of its Subsidiaries nor, to its knowledge, any director, officer, agent, employee or other person acting on behalf of the Company or any of its Subsidiaries has accepted or received any improper or unlawful contributions, payments, gifts, gifts or expendituresexpenditures in connection with the operation of the Company's business.
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Labtec Inc /Ma)