Common use of Transactions with Related Persons Clause in Contracts

Transactions with Related Persons. Except as set forth on Schedule 3.21, neither Purchaser nor its Subsidiaries, nor, with respect of the foregoing, any of its officers, directors, managers, employees, trustee or beneficiary of Purchaser or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with Purchaser, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Purchaser), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Purchaser in the ordinary course of business consistent with past practice) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Purchaser Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 3.21, neither the Purchaser nor any Subsidiary has outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaser. The assets of the Purchaser do not include any receivable or other obligation from a Purchaser Related Person, and the liabilities of the Purchaser do not include any payable or other obligation or commitment to any Purchaser Related Person.

Appears in 7 contracts

Sources: Agreement and Plan of Merger (Tingo, Inc.), Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.)

Transactions with Related Persons. Except as set forth on Schedule 3.214.21, neither Purchaser the Company nor its Subsidiaries, nor, with respect of the foregoing, any of its officersAffiliates, directorsnor any officer, managersdirector, employeesor beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of Purchaser the Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with Purchaserthe Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the PurchaserCompany), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (cd) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Purchaser Company in the ordinary course of business consistent with past practice) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Purchaser Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 3.214.21, neither the Purchaser nor any Subsidiary has Company does not have outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaserthe Company. The assets of the Purchaser Company do not include any receivable or other obligation from a Purchaser Related Person, and the liabilities of the Purchaser Company do not include any payable or other obligation or commitment to any Purchaser Related Person.

Appears in 2 contracts

Sources: Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (Semper Paratus Acquisition Corp)

Transactions with Related Persons. Except as set forth on Schedule 3.21, neither Purchaser nor its Subsidiaries, nor, with respect provided in Section 6.20 of the foregoingCompany Disclosure Schedules, no Company Shareholder nor any officer or director of its officers, directors, managers, employees, trustee or beneficiary of Purchaser a Target Company or any of its their respective Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three (3) yearssince January 1, 2020, has been, a party to any transaction with Purchasera Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the PurchaserTarget Company), (b) providing for the rental of real property or Personal Property from from, or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Purchaser Target Company in the ordinary course of business consistent with past practicebusiness) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest a position as an owner, officer, manager, director, trustee or partner or in which any Purchaser Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than two five percent (2%) of the outstanding voting power or economic interest of a publicly traded company), in each case, other than any Ancillary Document, the Shareholders’ Agreement or any Contract pursuant to which a Company Shareholder subscribed for or purchased equity interests in the Company. Except as set forth on Schedule 3.21contemplated by or provided for in any Ancillary Document, neither the Purchaser nor Shareholders’ Agreement or any Subsidiary Contract pursuant to which a Company Shareholder subscribed for or purchased equity interests in the Company, no Target Company has outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaserany Target Company. The Except as contemplated by or provided for in any Ancillary Document, the assets of the Purchaser Target Companies do not include any material receivable or other material obligation from a Purchaser Related Person, and the liabilities Liabilities of the Purchaser Target Companies do not include any material payable or other material obligation or commitment to any Purchaser Related Person.

Appears in 2 contracts

Sources: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Transactions with Related Persons. Except as set forth on Schedule 3.21, neither Purchaser nor its Subsidiaries, nor, with respect in Section 4.21 of the foregoingCompany Disclosure Schedules, no Target Company or Medical Corporation nor any of its officerstheir respective Affiliates, directorsnor any officer, managersdirector, employeesmanager, employee, trustee or beneficiary of Purchaser a Target Company or Medical Corporation or any of its their respective Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three two (32) years, has been, a party to any transaction with Purchasera Target Company or Medical Corporation, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the PurchaserTarget Company or Medical Corporation), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Purchaser Target Company or Medical Corporation in the ordinary course of business consistent with past practice) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Purchaser Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 3.21in Section 4.21 of the Company Disclosure Schedules, neither the Purchaser nor any Subsidiary no Target Company or Medical Corporation has outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaserany Target Company or Medical Corporation. The assets of the Purchaser Target Companies and Medical Corporations do not include any material receivable or other obligation from a Purchaser Related Person, and the liabilities of the Purchaser Target Companies and Medical Corporations do not include any material payable or other obligation or commitment to any Purchaser Related Person.

Appears in 1 contract

Sources: Merger Agreement (Pono Capital Two, Inc.)

Transactions with Related Persons. Except (i) as set forth on Schedule 3.21, neither Purchaser nor its Subsidiaries, nor, with respect Section 6.21 of the foregoingCompany Disclosure Schedules, (ii) any Company Benefit Plan or any stock option or other equity incentive plans as set forth on Section 6.3(b) of its officersthe Company Disclosure Schedules, directors(iii) the employment relationships and the payment of compensation, managersbenefits and expense reimbursements and (iv) advances in the ordinary course of business, employeesno Target Company nor any officer, trustee or beneficiary director, manager, employee of Purchaser a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three two (32) years, has been, a party to any transaction with Purchasera Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the PurchaserTarget Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to or from (other than for services or expenses as directors, officers or employees of the Purchaser Target Company in the ordinary course of business consistent with past practice) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest a position as an owner, officer, manager, officer or director, trustee or partner or in which any Purchaser Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than two three percent (23%) of the outstanding voting power or economic interest of a publicly traded company)) in each case, other than any Ancillary Document. Except as set forth on Schedule 3.21Section 6.21 of the Company Disclosure Schedules, neither the Purchaser nor or as contemplated by or provided for in any Subsidiary Ancillary Document, no Target Company has any outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaserany Target Company. The assets of the Purchaser Target Companies do not include any material receivable or other material obligation from a Purchaser Related Person, and the liabilities of the Purchaser Target Companies do not include any material payable or other material obligation or material commitment to any Purchaser Related Person.

Appears in 1 contract

Sources: Business Combination Agreement (Golden Star Acquisition Corp)

Transactions with Related Persons. Except as set forth on Schedule 3.214.22, neither Purchaser no Target Company nor its Subsidiaries, nor, with respect of the foregoing, any of its officersAffiliates, directorsnor any officer, managers, employees, trustee director or beneficiary 5% beneficial owner of Purchaser the equity of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with Purchasera Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the PurchaserTarget Company), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of a Target Company to or from, or (cd) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Purchaser Target Company in the ordinary course of business consistent with past practice) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Purchaser Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 3.214.22, neither the Purchaser nor any Subsidiary has outstanding no Target Company is party to any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaserany Target Company. The assets of the Purchaser Target Companies do not include any receivable or other obligation from a Purchaser Related Person, and the liabilities of the Purchaser Target Companies do not include any payable or other obligation or commitment to any Purchaser Related Person. Schedule 4.22 specifically identifies those Contracts, arrangements or commitments set forth on such Schedule 4.22 that cannot be terminated upon sixty (60) days’ notice by the Target Companies without cost or penalty. All material transactions since the incorporation of the Company between the Company and Related Persons that require approvals pursuant to Sections 268 to 284 of the Israeli Companies Law, or pursuant to the Existing Articles have been duly approved. To the Company’s Knowledge, no officer or director of any Target Company: (i) has any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, (A) any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of any Target Company or (B) any other entity in any material business arrangement or relationship with any Target Company; provided, however, that the ownership of securities listed on any national securities exchange representing less than 2% of the outstanding voting power of any Person shall not be deemed to be a “financial interest” in any such Person; (ii) has any interest in any property, asset or right used by the Target Company for the business; (iii) has outstanding any Indebtedness owed to any Target Company; or (iv) has received any funds from the Target Company since the date of the Latest Balance Sheet, except for employment-related compensation received in the ordinary course of business.

Appears in 1 contract

Sources: Business Combination Agreement (Industrial Tech Acquisitions, Inc.)

Transactions with Related Persons. Except as set forth on Schedule 3.214.17 or as disclosed in the SEC Reports, neither Purchaser nor its Subsidiaries, nor, with respect of the foregoing, any of its officersAffiliates, directorsnor any officer, managersdirector, employeesmanager, employee, trustee or beneficiary of Purchaser or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with Purchaser, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Purchaser), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Purchaser in the ordinary course of business consistent with past practice) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Purchaser Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 3.214.17, neither the Purchaser nor any Subsidiary has does not have outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaser. The assets of the Purchaser do not include any receivable or other obligation from a Purchaser Related Person, and the liabilities Liabilities of the Purchaser do not include any payable or other obligation or commitment to any Purchaser Related Person.

Appears in 1 contract

Sources: Share Exchange Agreement (Lm Funding America, Inc.)

Transactions with Related Persons. Except as set forth on Schedule 3.21, neither Purchaser nor its Subsidiaries, nor, with respect provided in Section 6.20 of the foregoingOne Blockchain Disclosure Schedules, no One Blockchain manager, manager nor any of its officers, directors, managers, employees, trustee or beneficiary of Purchaser officer or any of its their respective Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Purchaser Related Person”) is presently, or in the past three (3) yearssince inception, has been, a party to any transaction with PurchaserOne Blockchain, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the PurchaserOne Blockchain), (b) providing for the rental of real property or Personal Property from from, or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Purchaser One Blockchain in the ordinary course of business consistent with past practicebusiness) any Purchaser Related Person or any Person in which any Purchaser Related Person has an interest a position as an owner, officer, manager, director, trustee or partner or in which any Purchaser Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than two five percent (2%) of the outstanding voting power or economic interest of a publicly traded company), in each case, other than any Ancillary Document or any Contract pursuant to which a One Blockchain member subscribed for or purchased equity interests in One Blockchain. Except as set forth on Schedule 3.21contemplated by or provided for in any Ancillary Document or any Contract pursuant to which a One Blockchain member subscribed for or purchased equity interests in One Blockchain, neither the Purchaser nor One Blockchain does not have any Subsidiary has outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of PurchaserOne Blockchain. The Except as contemplated by or provided for in any Ancillary Document, the assets of the Purchaser One Blockchain do not include any material receivable or other material obligation from a Purchaser Related Person, and the liabilities Liabilities of the Purchaser One Blockchain do not include any material payable or other material obligation or commitment to any Purchaser Related Person.

Appears in 1 contract

Sources: Business Combination Agreement (Signing Day Sports, Inc.)