股票认购协议英文版(3)

with any corporation, partnership, association or other business entity or any

individual regarding the sale, conveyance or disposition of all or substantially

all of the assets of the Company or a transaction or series of related transactions

in which more than fifty (50%) of the voting ownership of the Company is

disposed of, or (iii) regarding any other form of acquisition, liquidation,

dissolution or winding up of the Company.

2.12 RELATED PARTY TRANSACTIONS.

(i) No employee, officer or director of the Company or member of his or her

immediate family is indebted to the Company, nor is the Company indebted (or

committed to make loans or extend or guarantee credit) to any of them.

(ii) To the best of the Company's knowledge, no employee or officer has any direct or

indirect ownership interest in any firm or corporation with which the Company

is affiliated or with which the Company has a business relationship, or any firm

or corporation that competes with the Company, except that employees or

officers of the Company and members of their immediate families may own

stock in publicly traded companies that may compete with the Company. Prior

to the Closing, no officer, director or major shareholder or member of the

immediate family of any officer, director or major shareholder of the Company

has a direct or indirect financial interest in any material contract with the

Company.

2.13 ENVIRONMENTAL AND SAFETY LAWS. To the best of its knowledge, the

Company is not in violation of any applicable statute, law, or regulation relating to

the environment or occupational health and safety, and to the best of its knowledge,

no material expenditures are or will be required to comply with any such existing

statute, law, or regulation.

2.14 STATUS OF PROPRIETARY ASSETS.

(i) OWNERSHIP. The Company owns, is licensed to use or otherwise has the right to

use all patents, trademarks, service marks, trade names, copyrights and trade

secrets that are material or necessary for the operation of its business as now

conducted (the "Proprietary Assets"). The Company has not received within the

past 36 months preceding the date first set out above any communications

alleging that the Company has violated or, by conducting its business, would

violate any of the patents, trademarks, service marks, trade names, copyrights,

trade secrets or other proprietary rights or processes of any other person or entity.

The Company has not granted any license or option or entered into any

agreement of any kind with respect to the use of the Proprietary Assets owned by

it, other than licenses to and sales of its products and services made in the

ordinary course of its business.

(ii) LICENSES; OTHER AGREEMENTS. The Company is not bound by or a party to

any option, license or agreement with respect to any technology owned by any

third party other than shrink-wrap licenses entered into in the ordinary course of

business except as set forth on the Schedule of Exceptions. The Company is not

obligated to pay any royalties or other payments to another person or entity

with respect to the marketing, sale, distribution, manufacture, license or use of

any Proprietary Asset or any other property or rights, except as set forth in the

Schedule of Exceptions.

(iii) NO BREACH BY EMPLOYEES. To the best of the Company's knowledge, no

employee of the Company is subject to any judgment, decree or order of any

court or administrative agency, or any other restriction that would materially

interfere with the use of his or her best efforts to carry out his or her duties for

the Company or that would conflict with the Company's business as currently

conducted. The Company has received no written notice from any former

employer that any employee of the Company has prior obligations to a former

employer that would interfere or conflict with such employee's ability to

perform his or her intended services for the Company. To the best of the

Company's knowledge and belief, no employee or advisor of the Company is

or is now expected to be in violation of any term of any employment contract,

patent disclosure agreement, proprietary information and inventions

agreement or any other contract or agreement or any restrictive covenant or

any other common law obligation to a former employer relating to the right of

any such employee to be employed by the Company because of the nature of

the business conducted by the Company or to the use of trade secrets or

proprietary information of others, and the employment of the Company's

employees does not subject the Company to any liability, except where such

liability would not have a material adverse effect. There is neither pending nor,

to the Company's knowledge and belief, threatened any actions, suits,

proceedings or claims, or to its knowledge any basis therefor or threat thereof

with respect to any contract, agreement, covenant or obligation referred to in

the preceding sentence.

(iv) NO INFRINGEMENT. Within the 36 months preceding the date first set out

above, no claims with respect to the Proprietary Assets have been

communicated to the Company: (A) to the effect that the manufacture, sale,

license or use of any Proprietary Asset as now used or offered or proposed for

use or sale by the Company infringes any copyright, patent, trade secret or other

intellectual property right of a third party, or (B) challenging the ownership or

validity of any of the Company's rights to or interest in such Proprietary Assets.

The Company has received no notice to the eff …… 此处隐藏：5610字，全部文档内容请下载后查看。喜欢就下载吧 ……