Common use of Transactions with Related Persons Clause in Contracts

Transactions with Related Persons. (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiary, or any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, has any direct or indirect ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Person.

Transactions with Related Persons. (a) Except as otherwise disclosed in set forth on Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions 4.21 of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiary, or any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, has any direct or indirect ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18Disclosure Schedules, neither the Company nor any Subsidiary is a guarantorof its Affiliates, indemnitor nor any officer, director, or contributor beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its Affiliates, nor any immediate family member of any indebtedness of the foregoing (whether directly or liability indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property 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 (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any 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 4.21 of the Company Disclosure Schedules, the Company does not have outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule‎ 4.22(i), no Target Company nor any of its Affiliates, nor any officer, director, employee, 5% equityholder or a beneficial owner of the equity of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or, to the Knowledge of the Company, indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Target Company), (b) providing for the rental of real property or Personal Property 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 (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, Related Person has any direct or indirect interest (other than the ownership of securities representing no more than three percent (3%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule‎ 4.22(ii), no Target Company is directly or, to the Knowledge of the Company, indirectly a party to any Contract with any Related Person or any equityholder of the Company (including any management rights letter, side letter, shareholders’ agreement, voting agreement, registration rights agreement, co-sale agreement or other similar Contract of any Target Company, including any Contract granting any equityholder of the Company investor rights, veto rights, rights of first refusal, rights of first offer, registration rights, director designation rights or similar rights, but excluding, for the avoidance of doubt, the Ancillary Documents) (the Contracts required to be disclosed on Schedule‎ 4.22(ii), other than the Shareholders’ Rights Agreement which will be amended by the Amended SRA and any other Ancillary Documents, the “Company Investor Agreements”), and, to the Knowledge of the Company, no Related Person owns any real property or Personal Property, or right, tangible or intangible which is used in the business of any Target Company. The assets of the Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person. Schedule‎ 4.22 identifies with an asterisk (*) those Contracts, arrangements or commitments with Related Persons that cannot be terminated upon sixty (60) days’ notice by the Target Companies without penalty. Except as set forth on Schedule‎ 4.22(iii), all 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 Company’s Articles of Association (as in effect at the relevant time) have been duly approved. No officer or director of any Target Company: (i) has, to the Company’s Knowledge, 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, to the Company’s Knowledge, any interest in any Person with which 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 Subsidiary is affiliated or with which funds from the Target Company or any Subsidiary has a business relationship, or any Person which competes with since the Company or any Subsidiarydate of the Latest Balance Sheet, except that officers, directors and/or shareholders for employment-related compensation received in the ordinary course of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Personbusiness.

Transactions with Related Persons. (a) Except as otherwise disclosed in set forth on Schedule 3.18 hereto3.23 of the Disclosure Schedules neither Seller nor any of its Affiliates, there are no agreementsnor any officer, understandings director, manager, employee, trustee or proposed transactions beneficiary of the Company or any Subsidiary withAffiliate of Seller, and no debts, obligations or liabilities nor any immediate family member of any of the Company foregoing (whether directly or any Subsidiary owed to, any indirectly through an Affiliate of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than such Person) (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf each of the Company or any such Subsidiary and (iiiforegoing, a “Related Person”) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiaryis presently, or in the past three (3) years has been, a party to any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, has any direct or indirect ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes transaction with the Company or any Subsidiary, except that including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors and/or shareholders or employees of the Company or a Subsidiary), (b) providing for the rental of real or personal property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company Ordinary Course of Business) any Related Person or any Subsidiary. No Person in which any Related Person has an interest as an owner, officer, director manager, director, trustee or shareholder of the Company partner or in which any Subsidiary, Related Person has any direct or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiaryindirect interest. Except as otherwise disclosed in set forth on Schedule 3.183.23 of the Disclosure Schedules, neither the Company nor any Subsidiary has any outstanding Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real or personal property, or right, tangible or intangible (including Intellectual Property) which is used in the Business of the Company. The Company’s assets do not include any receivable or other obligation from a guarantorRelated Person, indemnitor and the Liabilities of the Company do not include any payable or contributor other obligation or commitment to any Related Person. Schedule 3.23 of any indebtedness the Disclosure Schedules specifically identifies all Contracts, arrangements or liability commitments set forth on Schedule 3.23 of any other Personthe Disclosure Schedules that cannot be terminated upon sixty (60) days’ notice by the Company party thereto without cost or penalty.

Transactions with Related Persons. (a) Except as otherwise disclosed in set forth on Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiary, or any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, has any direct or indirect ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.184.21, neither the Company nor any Subsidiary is a guarantorof its Affiliates, indemnitor nor any officer, director, manager, employee, trustee or contributor beneficiary of the Company or any of its Affiliates, nor any immediate family member of any indebtedness of the foregoing (whether directly or liability indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (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 Company in the ordinary course of business) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any 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 4.21, the Company does not have outstanding any Contract with any Related Person (other than employment agreements), and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is material to the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule ‎4.21, no Company Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of the Company, 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 “Related Person”) is not presently, nor in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Company), (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 Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, 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 in any Person with which of a publicly traded company). Except as set forth on Schedule ‎4.21, the Company has no outstanding Contract or other arrangement or commitment with any Subsidiary is affiliated Related Person, and no Related Person owns any real property or with which the Company or any Subsidiary has a business relationshipPersonal Property, or any Person right, tangible or intangible (including Intellectual Property) which competes with is used in the Company or any Subsidiary, except that officers, directors and/or shareholders business of the Company. The assets of the Company do not include any receivable or any Subsidiary may own stock in publicly traded companies which may compete with other obligation from a Related Person, and the Company or any Subsidiary. No officer, director or shareholder liabilities of the Company do not include any payable or other obligation or commitment to any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of a Target Company, manager, employee, trustee or beneficiary 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 “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Target Company), (b) providing for the rental of real property or Personal Property 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 (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, Related Person has any direct or indirect interest (other than the ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of securities representing no more than two percent (2%) of the Company outstanding voting power or any Subsidiary may own stock in economic interest of a publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiarycompany). Except as otherwise disclosed set forth on Schedule 4.21, no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor business of any indebtedness Target Company. The assets of the Target Companies do not include any receivable or liability other obligation from a Related Person, and the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 3.18, no Seller nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of any RHI Company or any Affiliate of a Seller, 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 “Related Person”) is presently, or in the past three (3) years has been, a party to any transaction with a RHI Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of such RHI Company), (b) providing for the rental of real or personal property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of such RHI Company in the Ordinary Course of Business) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, Related Person has any direct or indirect ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiaryinterest. Except as otherwise disclosed in set forth on Schedule 3.18, neither no RHI Company has any outstanding Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real or personal property, or right, tangible or intangible (including Intellectual Property) which is used in any Company’s business. The RHI Companies’ assets do not include any receivable or other obligation from a Related Person, and the Liabilities of the RHI Companies do not include any payable or other obligation or commitment to any Related Person. Schedule 3.18 specifically identifies all Contracts, arrangements or commitments set forth on Schedule 3.18 that cannot be terminated upon sixty (60) days’ notice by the RHI Company nor any Subsidiary is a guarantor, indemnitor party thereto without cost or contributor of any indebtedness or liability of any other Personpenalty.

Transactions with Related Persons. Except as set forth on Section 4.22 of the Company Disclosure Letter, and except for in the case of any employee, officer or director, of any employment Contract or Company Benefit Plans made in the ordinary course of business consistent with past practice or except as set forth in the Company Financials, no Target Company is a party to any material transaction or Contract with any (a) present or former executive officer or director of any of the Target Companies, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Target Companies or (c) any Affiliate, “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing; provided that, in each case of the foregoing, excluding any transaction or Contract between or among the Company’s Subsidiaries or between or among the Company and any of its Subsidiaries. Except as otherwise disclosed set forth in Schedule 3.18 hereto, there are no agreements, understandings the Company Financials or proposed transactions as set forth on Section 4.22 of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than Disclosure Letter: (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiary, or any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge Knowledge of the Company, has any direct or indirect ownership interest in any no Related Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has Affiliate of a business relationship, or any Related Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, ishas, directly or indirectly, interested a material economic interest in any material contract Contract with any of the Target Companies (other than such Contracts that relate to any such Person’s ownership of the Company Common Shares or other equity interests of any Target Company as set forth on Section 4.03(a) of the Company Disclosure Letter or such Person’s employment or consulting arrangements with the Company Target Companies); and (ii) the assets of the Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not include any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither the Company nor payable or other obligation or commitment to any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Related Person.

Transactions with Related Persons. (a) Except as otherwise disclosed in set forth on Schedule 3.18 hereto4.21, there are no agreementsofficer, understandings director, manager, employee, trustee or proposed transactions beneficiary of the Company or any Subsidiary withof its Affiliates, and no debtsnor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, obligations a “Related Person”) is presently, or liabilities in the past two (2) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by, (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 Company in the ordinary course of business consistent with past practice) any Related Person or any Subsidiary owed toPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiary, or any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, 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 in any Person with which of a publicly traded company). Except as set forth on Schedule 4.21, the Company has not outstanding any Contract or other arrangement or commitment with any Subsidiary is affiliated Related Person, and no Related Person owns any real property or with which the Company or any Subsidiary has a business relationshipPersonal Property, or any Person right, tangible or intangible (including Intellectual Property) which competes with is used in the Company or any Subsidiary, except that officers, directors and/or shareholders business of the Company. The assets of the Company do not include any material receivable or any Subsidiary may own stock in publicly traded companies which may compete with other obligation from a Related Person, and the Company or any Subsidiary. No officer, director or shareholder liabilities of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in do not include any material contract with payable or other obligation or commitment to any Related Person. No Related Person of Affiliate that is not the Company owns any asset or any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither intellectual property used by the Company nor any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Personin operating its business.

Transactions with Related Persons. (a) Except as otherwise disclosed in Schedule 3.18 heretoset forth on Section 5.21 of the Company Disclosure Schedules, there are no agreementsofficer, understandings director or proposed transactions shareholder holding greater than 10% of the Company’s Ordinary Shares on a fully diluted basis of the Company or any Subsidiary withTarget Company or any of their respective Affiliates, and no debtsnor any immediate family member of any of the foregoing (each of the foregoing, obligations a “Related Person”), is presently, or liabilities in the past three (3) years, has been, a party to any transaction with the Company or a Target Company, including any Contract (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company or any Subsidiary owed toa Target Company), any (b) providing for the rental of their respective officersreal property or Personal Property from, or (c) otherwise requiring payments to (other than for services or expenses as directors, shareholders, employees, consultants officers or Affiliates or any Affiliate thereof other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf employees of the Company or a Target Company in the ordinary course of business consistent with past practice) any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company Related Person or any such Subsidiary). None of the officersPerson in which any Related Person has a position as an officer, directors manager, director, trustee or shareholders of the Company partner or in which any Subsidiary, or any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, Related Person has any direct or indirect ownership 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), in each case, other than any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders Ancillary Document. Except as set forth on Section 5.21 of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any SubsidiaryDisclosure Schedules, or any member of their immediate families as contemplated by or any of their Affiliates, is, directly or indirectly, interested provided for in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18Ancillary Document, neither the Company nor any Subsidiary Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or material Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company or any Target Company. Except as set forth on Section 5.21 of the Company Disclosure Schedules, or as contemplated by or provided for in any Ancillary Document, the assets of the Company and the Target Companies do not include any material receivable or other material obligation from a guarantorRelated Person, indemnitor and the Liabilities of the Company and the Target Companies do not include any material payable or contributor of other material obligation or commitment to any indebtedness or liability of any other Related Person.

Transactions with Related Persons. (a) Except as otherwise disclosed in Schedule 3.18 heretoNeither the Company nor any of its Affiliates, there are no agreementsnor any officer, understandings director, manager, employee, trustee or proposed transactions beneficiary of the Company or any Subsidiary withof its Affiliates, and no debts, obligations or liabilities nor any immediate family member of any of the Company foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any Subsidiary owed totransaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Company), (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 Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, 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 in any Person with which of a publicly traded company). Except as set forth on Schedule 5.21, the Company does not have outstanding any Contract or other arrangement or commitment with any Subsidiary is affiliated Related Person, and no Related Person owns any real property or with which the Company or any Subsidiary has a business relationshipPersonal Property, or any Person right, tangible or intangible (including Intellectual Property) which competes with is used in the Company or any Subsidiary, except that officers, directors and/or shareholders business of the Company. The assets of the Company do not include any receivable or any Subsidiary may own stock in publicly traded companies which may compete with other obligation from a Related Person, and the Company or any Subsidiary. No officer, director or shareholder liabilities of the Company do not include any payable or other obligation or commitment to any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Company Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of the Company, 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 “Related Person”) is not presently, nor in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Company), (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 Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, 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 in any Person with which of a publicly traded company). Except as set forth on Schedule 4.21, the Company has no outstanding Contract or other arrangement or commitment with any Subsidiary is affiliated Related Person, and no Related Person owns any real property or with which the Company or any Subsidiary has a business relationshipPersonal Property, or any Person right, tangible or intangible (including Intellectual Property) which competes with is used in the Company or any Subsidiary, except that officers, directors and/or shareholders business of the Company. The assets of the Company do not include any receivable or any Subsidiary may own stock in publicly traded companies which may compete with other obligation from a Related Person, and the Company or any Subsidiary. No officer, director or shareholder liabilities of the Company do not include any payable or other obligation or commitment to any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.20 of the Company Disclosure Schedules, contemplated by this Agreement, the Reorganization, any of the Ancillary Documents, or in connection with the transactions contemplated hereby and thereby and, for the avoidance of doubt, any Company Benefit Plan or at-will employment arrangements with employees entered into in the ordinary course of business consistent with past practice, including all non-competition, severance and indemnification agreements, no Target Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary 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 “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Target Company), (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 Target Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, Related Person has any direct or indirect interest (other than the ownership of securities representing no more than five percent (5%) of the outstanding voting power or economic interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has of a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders publicly traded company). Except as set forth on Schedule 4.20 of the Company Disclosure Schedules, no Target Company has any outstanding Contract or other arrangement or commitment with any Subsidiary may own stock Related Person, and no Related Person owns any real property or personal property, or right, tangible or intangible (including Intellectual Property) which is used in publicly traded companies which may compete with the Company or business of any SubsidiaryTarget Company. No officer, director or shareholder The assets of the Company Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not include any Subsidiary, payable or other obligation or commitment to any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor of any indebtedness or liability of any other Related Person.

Transactions with Related Persons. Except as set forth on Schedule 5.21, no Target Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of a Target Company, manager, employee, trustee or beneficiary 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 “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Target Company), (b) providing for the rental of real property or Personal Property 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 (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, Related Person has any direct or indirect interest (other than the ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of securities representing no more than two percent (2%) of the Company outstanding voting power or any Subsidiary may own stock in economic interest of a publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiarycompany). Except as otherwise disclosed set forth on Schedule 5.21, no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor business of any indebtedness Target Company. The assets of the Target Companies do not include any receivable or liability other obligation from a Related Person, and the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. (a) Except as otherwise disclosed in set forth on Schedule 3.18 hereto3.23 of the Disclosure Schedules neither Seller nor any of its Affiliates, there are no agreementsnor any officer, understandings director, manager, employee, trustee or proposed transactions beneficiary of the Company or any Subsidiary withAffiliate of Seller, and no debts, obligations or liabilities nor any immediate family member of any of the Company foregoing (whether directly or any Subsidiary owed to, any indirectly through an Affiliate of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than such Person) (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf each of the Company or any such Subsidiary and (iiiforegoing, a "Related Person") for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiaryis presently, or in the past three (3) years has been, a party to any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, has any direct or indirect ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes transaction with the Company or any Subsidiary, except that including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors and/or shareholders or employees of the Company or a Subsidiary), (b) providing for the rental of real or personal property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company Ordinary Course of Business) any Related Person or any Subsidiary. No Person in which any Related Person has an interest as an owner, officer, director manager, director, trustee or shareholder of the Company partner or in which any Subsidiary, Related Person has any direct or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiaryindirect interest. Except as otherwise disclosed in set forth on Schedule 3.183.23 of the Disclosure Schedules, neither the Company nor any Subsidiary has any outstanding Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real or personal property, or right, tangible or intangible (including Intellectual Property) which is used in the Business of the Company. The Company's assets do not include any receivable or other obligation from a guarantorRelated Person, indemnitor and the Liabilities of the Company do not include any payable or contributor other obligation or commitment to any Related Person. Schedule 3.23 of any indebtedness the Disclosure Schedules specifically identifies all Contracts, arrangements or liability commitments set forth on Schedule 3.23 of any other Personthe Disclosure Schedules that cannot be terminated upon sixty (60) days' notice by the Company party thereto without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 6.21, no Target Company nor any of its Affiliates, nor any officer, director, trustee or beneficiary 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 “Related Person”, which shall not include entities that would otherwise be included in such definition solely by virtue of the ownership of securities of such entity representing no more than two percent (2%) of the outstanding voting power or economic interest by a Related Person) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) Except as otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions providing for the furnishing of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof services by (other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the as officers, directors or shareholders employees of the Target Company), (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 Target Company in the ordinary course of business consistent with past practice) any Related Person or any SubsidiaryPerson in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, Related Person has any direct or indirect ownership interest interest; provided, however that no disclosure shall be required under this Section 6.21 with respect to the foregoing clauses (a), (b) or (c) with respect to ordinary course arms-length transactions between a Target Company, on the one hand, and any portfolio company of any venture capital, private equity, angel or strategic investor in any Person with which the Company or any Subsidiary is affiliated or with which Target Company, on the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiaryother hand. Except as otherwise disclosed set forth on Schedule 6.21, no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in Schedule 3.18, neither the Company nor any Subsidiary is a guarantor, indemnitor or contributor business of any indebtedness or liability of any other PersonTarget Company.