Common use of Certain Interests Clause in Contracts

Certain Interests. Except as described in the Disclosure Schedule, neither Issuer nor any Subsidiary shall knowingly cause or permit any stockholder, director, officer, employee of Issuer or any Subsidiary, or relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, or employee, or any Affiliate of any such Person: (i) to have any direct or indirect financial interest in any competitor, customer, or supplier of Issuer or any Subsidiary; provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier, or customer, and which are also listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) to own, directly or indirectly, in whole or in part, or to have any other interest in, any tangible or intangible property belonging to or used, held for use, or intended to be used by Issuer or any Subsidiary or forming a part of or used, held for use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of Issuer or any Subsidiary; or (iii) to have outstanding at any time any Indebtedness to Issuer or any Subsidiary. Neither Issuer nor any Subsidiary shall knowingly undertake or assume any liability or any other obligation of any kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, or employee of Issuer or any Subsidiary, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, or employee, or to any Affiliate of any such Person; except for liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or any Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary).

Certain Interests. Except as described set forth in Section 5(s) of the Disclosure Schedule, neither Issuer nor any Subsidiary shall knowingly cause or permit any to the best knowledge of Issuer, no stockholder, director, officer, employee or Key Employee of Issuer or any Subsidiary, or no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, or employeeKey Employee, or any and no Affiliate of any such Person: (i) to have has any direct or indirect financial interest in any competitor, customer, or supplier of Issuer or any Subsidiary; provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier, or customer, and which are also listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) to ownowns, directly or indirectly, in whole or in part, or to have has any other interest in, in any tangible or intangible property belonging to or used, held for use, or intended to be used by Issuer or any Subsidiary or forming a part of or used, held for use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of Issuer or any Subsidiary; or (iii) to have has outstanding at any time any Indebtedness indebtedness to Issuer or any Subsidiary. Neither Except as set forth in Section 5(s) of the Disclosure Schedule, neither Issuer nor any Subsidiary shall knowingly undertake or assume has any liability Liability or any other obligation of any kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, or employee Key Employee of Issuer or any Subsidiary, or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, or employeeKey Employee, or to any Affiliate of any such Person; except for liabilities Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or any such Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary).

Certain Interests. Except as described set forth in Section 5(s) of the Disclosure Schedule, neither Issuer nor any Subsidiary shall knowingly cause or permit any to the best knowledge of Issuer, no stockholder, director, officer, employee or Key Employee of Issuer or any Subsidiary, or no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, or employeeKey Employee, or any and no Affiliate of any such Person: (i) to have has any direct or indirect financial interest in any competitor, customer, or supplier of Issuer or any Subsidiary; provided, however, that the ownership of securities representing no more than one percent of the outstanding 9 9 voting power of any competitor, supplier, or customer, and which are also listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) to ownowns, directly or indirectly, in whole or in part, or to have has any other interest in, in any tangible or intangible property belonging to or used, held for use, or intended to be used by Issuer or any Subsidiary or forming a part of or used, held for use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of Issuer or any Subsidiary; or (iii) to have has outstanding at any time any Indebtedness indebtedness to Issuer or any Subsidiary. Neither Except as set forth in Section 5(s) of the Disclosure Schedule, neither Issuer nor any Subsidiary shall knowingly undertake or assume has any liability Liability or any other obligation of any kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, or employee Key Employee of Issuer or any Subsidiary, or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, or employeeKey Employee, or to any Affiliate of any such Person; except for liabilities Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or any such Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary).

Certain Interests. (a) Except as described set forth in Section 5.18(a) of the CGI Disclosure Schedule or in the Disclosure ScheduleCGI SEC Reports, neither Issuer nor any Subsidiary shall knowingly cause no officer or permit any stockholder, director, officer, employee director (excluding outside directors) of Issuer CGI or any CGI Subsidiary, or and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholdershareholder, officer or director, officer, or employee, or any Affiliate of any such Person: (i) to have has any direct or indirect financial interest in any competitor, customer, or supplier of Issuer or any Subsidiary; provided, however, that the ownership of securities representing no more than one two percent of the outstanding voting power of any competitor, supplier, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) to ownowns, directly or indirectly, in whole or in part, or to have has any other interest in, in any tangible or intangible property belonging to or used, held for use, or intended to be used by Issuer which CGI or any CGI Subsidiary or forming a part of or used, held for use, or intended to be used uses in connection with, necessary for, or otherwise material to the conduct of, the of its business and operations of Issuer or any Subsidiaryotherwise; or (iii) has outstanding any indebtedness to have outstanding at any time any Indebtedness to Issuer CGI or any CGI Subsidiary. Neither Issuer (b) Except as set forth in Section 5.18(b) of the CGI Disclosure Schedule, neither CGI nor any CGI Subsidiary shall knowingly undertake or assume has any liability or any other material obligation of any kind, naturenature whatsoever to any officer or director of CGI or any CGI Subsidiary, or description whatsoever to or on behalf of any stockholder, director, officer, or employee of Issuer or any Subsidiary, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, officer, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or employee, or with respect to any Affiliate of any such Person; except for liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or any Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary)which adequate reserves have been taken. ARTICLE VI COVENANTS SECTION 6.01.