Common use of Certain Interests Clause in Contracts

Certain Interests. (a) No holder of greater than 5% of the voting power of the Company or any officer or director of the Company and, to the knowledge of the Company and the Principal Shareholder, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that the ownership of securities representing no more than 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are 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” as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) to the knowledge of the Company and the Principal Shareholder has any claim or cause of action against the Company; or (iv) except as set forth in Section 3.19(a) of the Company Disclosure Schedule, has outstanding any indebtedness to the Company. (b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have any liability or any other obligation of any nature whatsoever to any Company Shareholder or to any officer or director of the Company or, to the knowledge of the Company and the Principal Shareholder, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) No Except as set forth in Section ----------------- 3.19 of the Company Disclosure Schedule, no holder of greater than 51% of the outstanding voting power of the Company or its affiliates or any officer or director of the Company and, to the knowledge of the Company and the Principal ShareholderCompany, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that the ownership of securities -------- ------- representing no more than 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are 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” " as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier manufacturersupplier, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest ininterest, in any tangible or intangible property that the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) to the knowledge of the Company and the Principal Shareholder has any claim or cause of action against the CompanyCompany ; or or (iv) except as set forth in Section 3.19(a) of the Company Disclosure Schedule, has outstanding any indebtedness to the Company. (b) Except as set forth in Section 3.19 of the Company Disclosure Schedule, except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have any has no liability or any other obligation of any nature whatsoever to any stockholder of the Company Shareholder or any affiliate thereof or to any officer or director of the Company or, to the knowledge of the Company and the Principal ShareholderCompany, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) No Except as set forth in Section 3.19(a) of the Company Disclosure Schedule, no holder of greater than 53% of the voting power of the Company or its affiliates or any officer or director of the Company and, to the knowledge of the Company and the Principal ShareholderCompany, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that the ownership of securities -------- ------- representing no more than 13% of the outstanding voting power of any creditor, creditor competitor, supplier manufacturer, agent, representative, distributor or customer, and which are 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” " as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier manufacturersupplier, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest ininterest, in any tangible or intangible property that which the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) to the knowledge of the Company and the Principal Shareholder has any claim or cause of action against the Company; or (iv) except as set forth in Section 3.19(a) of the Company Disclosure Schedule, has outstanding any indebtedness to the Company. (b) Except as set forth in Section 3.19(b) of the Company Disclosure Schedule and except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have any liability or any other obligation of any nature whatsoever to any Company Shareholder Stockholder or any affiliate thereof or to any officer or director of the Company or, to the knowledge of the Company and the Principal ShareholderCompany, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) No holder of greater than 5% of the voting power of the Company or any Affiliate, officer or director of the Company and, to the knowledge of the Company and the Principal ShareholderCompany, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that (A) the ownership of securities representing no more than 15% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are 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” " as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and (B) ownership of securities held by or acquired through a venture capital fund shall not constitute a "financial interest"; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public companycompany or ownership or interest held by or acquired through a venture capital fund); (iii) to the knowledge of the Company and the Principal Shareholder has any claim or cause of action against the Company; or (iv) except as set forth in Section 3.19(a) of the Company Disclosure Schedule, has outstanding any indebtedness to the Company. (b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have any has no liability or any other obligation of any nature whatsoever to any Company Shareholder Stockholder or any affiliate thereof or to any officer or director of the Company or, to the knowledge of the Company and the Principal ShareholderCompany, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

Certain Interests. (a) No holder of greater stockholders owning more than 5% of the voting power Company any affiliate of the Company or any such stockholder, any officer or director of the Company andor any Subsidiary, or to the knowledge of the Company and the Principal ShareholderCompany, no any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any creditor, competitor, supplier supplier, manufacturer, agent, representative, distributor or customer of the CompanyCompany or any Subsidiary; provided, however, that the -------- ------- ownership of securities representing no more than 1% of the outstanding voting power of any creditor, competitor, supplier supplier, manufacturer, agent, representative, distributor or customer, and which securities are listed on any national securities exchange or actively traded actively in the national over-the-counter market, shall not be deemed to be a “"financial interest” " as long as the person Person owning such securities has no other connection or relationship with such creditor, competitor, supplier or customer, manufacturer, agent, representative, distributor or customercustomer of the Company; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, in any tangible or intangible property that the Company or any Subsidiary uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); (iii) to the knowledge of the Company and the Principal Shareholder has any claim or cause of action against the CompanyCompany or any Subsidiary; or (iv) except as set forth in Section 3.19(a3.20(a)(iv) of the Company Disclosure Schedule, has outstanding any indebtedness to the CompanyCompany or any Subsidiary. (b) Except as set forth in Section 3.20(b) of the Company Disclosure Schedule, except for the payment of employee compensation in the ordinary course of business, consistent with past practice, neither the Company does not have nor any Subsidiary has any liability or any other obligation of any nature whatsoever to any stockholder of the Company Shareholder or any affiliate thereof or to any officer or director of the Company oror any Subsidiary, or to the knowledge of the Company and the Principal ShareholderCompany, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.