Certain Interests. (a) Except as set forth on Schedule 4.19, no officer, director or Shareholder of iLead, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, officer or director: (1) has any direct or indirect financial interest in any competitor, supplier or customer of iLead, provided, however, that the ownership of securities representing no more than 3% 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 the securities has no other connection or relationship with the competitor, supplier or customer; (2) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead uses or has used in the conduct of the Business or otherwise; or (3) has outstanding any Indebtedness to iLead. (b) iLead has no Indebtedness, Liabilities or any other obligation of any nature whatsoever to, any officer, manager or Shareholders of iLead or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager or member.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Think Partnership Inc)
Certain Interests. (a) Except as set forth on Schedule 4.19disclosed in Section 3.13(a) of the Disclosure Schedule, no officer, Seller and no officer or director or Shareholder of iLead, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, Seller or officer or director:
director (1i) has outstanding any Indebtedness to or from the Company, (ii) has any direct or indirect financial interest in any competitor, supplier or customer of iLeadthe Company, provided, however, that the ownership of securities securities, representing no more than 3% 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 the such securities has no other connection or relationship with the such competitor, supplier or customer;
customer or (2iii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead the Company uses or has used in the conduct of the Business or otherwise; or
(3) has outstanding any Indebtedness to iLead.
(b) iLead Except as disclosed in Section 3.13(b) of the Disclosure Schedule, the Company has no Indebtedness, Liabilities Liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders shareholder of iLead the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or membershareholder.
Appears in 1 contract
Certain Interests. (a) Except as set forth on disclosed in Schedule 4.193.21, no officer, officer or director or Shareholder of iLead, the Merging Corporation and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, such officer or director:
(1i) has any direct or indirect financial interest in any competitorcompet itor, supplier or customer of iLeadthe Merging Corporation, provided, however, that the ownership of securities representing no more less than 3% five 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 the such securities has no other connection or relationship with the such competitor, supplier or customer;
(2ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead the Merging Corporation uses or has used in the conduct of the Business its business or otherwise; or
(3iii) has outstanding any Indebtedness indebtedness to iLead.
(b) iLead the Merging Corporation. Except as disclosed in Schedule 3.21, the Merging Corporation has no Indebtedness, Liabilities material liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders shareholder of iLead the Merging Corporation or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or membershareholder.
Appears in 1 contract
Certain Interests. (a) Except To the Company’s knowledge, except as set forth on disclosed in Schedule 4.193.1(z), no officer, officer or director of the Company or Shareholder of iLead, any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, such officer or director:
(1i) has Has any direct or indirect financial interest in any competitor, supplier or customer of iLead, the Company or any Subsidiary; provided, however, that the ownership of securities representing no more than 3% 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-over the counter market, shall not be deemed to be a “financial interest” so long as the Person owning the such securities has no other connection or relationship with the competitor, such supplier or customer;
(2ii) ownsExcept as disclosed in Schedule 3.1(z), has outstanding Indebtedness to the Company or any Subsidiary; or
(iii) Owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead the Company or any Subsidiary uses or has used in the conduct of the Business business of the Company or otherwise; or
(3) . Neither the Company nor any Subsidiary has outstanding any Indebtedness to iLead.
(b) iLead has no Indebtedness, Liabilities liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders shareholder of iLead the Company or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or membershareholder.
Appears in 1 contract
Certain Interests. (a) Except as set forth on Schedule 4.19disclosed in Section 3.12(a) of the Disclosure Schedule, no officer, officer or director of the Company or Shareholder of iLead, any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, such officer or director:
(1i) has any material direct or indirect financial interest in any competitor, supplier or customer of iLeadthe Company or any Subsidiary, provided, however, that the ownership of debt securities or the ownership of equity securities representing no more than 3% ten 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 the such securities has no other material connection or relationship with the such competitor, supplier or customer;
(2ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property which iLead the Company or any Subsidiary uses or has used in the conduct of the Business its business or otherwise; or
(3iii) has outstanding any material Indebtedness to iLeadthe Company or any Subsidiary.
(b) iLead Except as disclosed in Section 3.12(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has no Indebtedness, Liabilities any material Liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders shareholder of iLead the Company or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or membershareholder.
Appears in 1 contract
Certain Interests. (a) Except as set forth on Schedule 4.19, no No officer, director or Shareholder stockholder of iLeadMorex, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, such officer or director:
(1) except as set forth on Schedule 4.19(a), has any direct or indirect financial interest in any competitor, supplier or customer of iLeadMorex, provided, however, that the ownership of securities representing no more than 3% 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 the securities has no other connection or relationship with the competitor, supplier or customer;
(2) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead Morex uses or has used in the conduct of the Business or otherwise; or
(3) has outstanding any Indebtedness to iLeadMorex.
(b) iLead Morex has no Indebtedness, Liabilities Liabilities, or any other obligation of any nature whatsoever to, any officer, manager director or Shareholders stockholder of iLead Morex or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or memberstockholder.
Appears in 1 contract
Sources: Merger Agreement (Cgi Holding Corp)
Certain Interests. (a) Except as set forth on disclosed in Schedule 4.193.25, no officer, officer or director or Shareholder of iLead, the Company and no relative or spouse (or relative of such spouse) or immediate family member who resides with, or is a dependent of, any Shareholder, such officer or director:
(1i) has any direct director or indirect financial interest in any competitor, supplier or customer of iLeadthe Company, provided, however, that the ownership of securities representing no more than 3% one (1) 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 the such securities has no other connection or relationship with the such competitor, supplier or customer;
(2ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead the Company uses or has used in the conduct of the Business or otherwise; or
or (3iii) has outstanding any Indebtedness to iLeadthe Company or a Shareholder.
(b) iLead Except as disclosed in Schedule 3.25, the Company has no Indebtedness, Liabilities Liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders Shareholder of iLead the Company or to 32 any relative or spouse (or relative of such spouse) or immediate family member who resides with, or is a dependent of, any such officer, manager director or memberShareholder.
Appears in 1 contract
Sources: Merger Agreement (Alliedsignal Inc)
Certain Interests. (a) Except as set forth on Schedule 4.19in Section 3.27 of the Disclosure Schedule, no officershareholder, officer or director or Shareholder of iLeadthe Sellers, the Companies and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholdersuch shareholder, officer or director:
(1a) has any direct or indirect financial interest in any competitor, supplier or customer of iLead, the Companies or the Business; provided, however, that the ownership of securities representing no more than 3% one percent of the outstanding voting power of any competitor, supplier or customer, customer and which that are also listed on any national securities exchange or traded actively in the national over-the-counter marketexchange, shall not be deemed to be a “financial interest” so long as the Person owning the such securities has no other connection or relationship with the such competitor, supplier or customer;
(2b) owns, directly or indirectly, in whole or in part, or has any other interest in in, any tangible or intangible property which iLead that the Companies uses or has used in the conduct of the Business or otherwise; or
(3c) has outstanding any Indebtedness to iLeadthe Companies.
(bd) iLead none of the Sellers or the Companies has no Indebtedness, Liabilities or any other obligation Liability of any nature whatsoever to, to any officer, manager director or Shareholders shareholder of iLead the Companies or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or membershareholder.
Appears in 1 contract
Certain Interests. (a) Except as set forth on Schedule 4.19disclosed in Section 3.12(a) of the Disclosure Schedule, no officer, officer or director of Apro or Shareholder of iLead, any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, such officer or director:
(1i) has any material direct or indirect financial interest in any competitor, supplier or customer of iLeadApro or any Subsidiary, provided, however, that the ownership of debt securities or the ownership of equity securities representing no more than 3% ten 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 the such securities has no other material connection or relationship with the such competitor, supplier or customer;
(2ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property which iLead Apro or any Subsidiary uses or has used in the conduct of the Business its business or otherwise; or
(3iii) has outstanding any material Indebtedness to iLeadApro or any Subsidiary.
(b) iLead Except as disclosed in Section 3.12(b) of the Disclosure Schedule, neither Apro nor any Subsidiary has no Indebtedness, Liabilities any material Liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders shareholder of iLead Apro or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or membershareholder.
Appears in 1 contract
Certain Interests. (a) Except as set forth on in Schedule 4.192.28 of the Disclosure Schedule, no officerstockholder, officer or director or Shareholder of iLead, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholdersuch stockholder, officer or director:
(1i) has any direct or indirect financial interest in any competitor, supplier or customer of iLead, the Company ; provided, however, that the ownership of securities representing no more than 3% 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 marketNasdaq, shall not be deemed to be a “"financial interest” " so long as the Person person owning the such securities has no other connection or relationship with the such competitor, supplier or customer;
(2ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead the Company uses or has used in the conduct of the Business business of the Company or otherwise; or
(3iii) has outstanding any Indebtedness indebtedness of any kind to iLeadthe Company.
(b) iLead Except as set forth in Schedule 2.28 of the Disclosure Schedule the Company has no Indebtedness, Liabilities liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders stockholder of iLead the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or memberstockholder.
Appears in 1 contract
Certain Interests. (a) Except as set forth on Schedule 4.19disclosed in Section 4.12(a) of the Disclosure Schedule, no officer, officer or director of the Company or Shareholder of iLead, any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, such officer or director:
(1i) has any material direct or indirect financial interest in any competitor, supplier or customer of iLeadthe Company or any Subsidiary, provided, however, that the ownership of debt securities or the ownership of equity securities representing no more than 3% ten 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 the such securities has no other material connection or relationship with the such competitor, supplier or customer;
(2ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property which iLead the Company or any Subsidiary uses or has used in the conduct of the Business its business or otherwise; or
(3iii) has outstanding any material Indebtedness to iLead.
the Company or any Subsidiary. (b) iLead Except as disclosed in Section 4.12(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has no Indebtedness, Liabilities any material Liability or any other obligation of any nature whatsoever to, to any officer, manager director or Shareholders shareholder of iLead the Company or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager director or membershareholder.
Appears in 1 contract
Certain Interests. (a) Except as set forth on Schedule 4.19, no No officer, director director, senior employee (being any employee whose Compensation is above £20,000) or Shareholder of iLeadthe Seller, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder, officer or directorsuch individual:
(1) has any direct or indirect financial interest in any competitor, supplier or customer of iLeadthe Company, provided, however, that the ownership of securities shares representing no more than 31% 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 the securities shares has no other connection or relationship with the competitor, supplier or customer;; or
(2) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which iLead the Company uses or has used in the conduct of the Business or otherwise; or
(3) has outstanding any Indebtedness to iLeadthe Company.
(b) iLead The Company has no Indebtedness, Liabilities Liabilities, or any other obligation of any nature whatsoever to, to any officer, manager director, employee or Shareholders of iLead or to any the Seller, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, manager or memberPerson.
Appears in 1 contract