Certain Related Party Transactions Clause Samples

Certain Related Party Transactions. Except as otherwise expressly provided in this Agreement, from and after the Effective Date of the Plan and thereafter for so long as CCI or any of its Affiliates shall continue to own 100% of the aggregate number of Subject Shares (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by CCI), none of the Company and the Corporations shall (i) make any loans or advances, (ii) sell, lease or otherwise assign or transfer any assets or properties of any of the Company and the Corporations (whether tangible or intangible), or (iii) enter into any agreement, license, joint venture or related arrangement or transaction, whether written or oral with (individually or collectively, a “Related Party Transaction”), to or with any of Bell, Staton, their Affiliates or any other of the ▇▇▇▇/▇▇▇▇▇▇ Group Parties or any Affiliate of any of such Persons (individually, a “Related Party” and collectively, “Related Parties”), unless and until, prior to the consummation thereof, such Related Party Transaction (A) shall have, as to its terms and conditions, been fully disclosed in writing to all members of the Boards of Directors (including the CCI Board Representative), and (B) shall have been approved in writing by either of the CCI Board Representative or by CCI. Notwithstanding the foregoing (x) the Boards of Directors of the Company and the Corporations shall have the sole right to engage all attorneys, accountants or other professionals to render services on behalf of the Company and the Corporations, irrespective of whether or not the same constitutes a Related Party Transaction, and (y) the Company and the Corporations may lease office space from the ▇▇▇▇/▇▇▇▇▇▇ Group Parties or their Affiliates in Boca Raton, Florida, under a five year “triple net” lease, providing for rental of $15.00 per square foot and $9.00 per square foot for common area maintenance, and the Company and the Corporations may enter into a renewal of such lease and any other lease of space from the Related Parties; provided, such leases are at market rates and customary terms for offices leases in the area.
View SourceView Similar (4)
Certain Related Party Transactions. Only those directors elected by holders of the shares of the Corporation's Class A Common Stock shall have the right to vote on any transaction of the Corporation in which ED&F is "Interested." For purposes of this Section 8.3, ED&F will be deemed to be Interested only in any transaction in which (i) the Corporation and any Person or Persons who are not Independent of ED&F participate and (ii) such Person or Persons have a direct or indirect material interest in such transaction and the amount involved in such transaction exceeds $120,000.
View SourceView Similar (2)
Certain Related Party Transactions. Any Manager, personally and individually, may be a party to or may be interested in any contract or transaction of the Company, and no Manager shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Management Committee, and provided that the Management Committee shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of that Manager) of a majority of a quorum, notwithstanding the presence of that Manager at the meeting at which such action is taken. That Manager may be counted in determining the presence of a quorum at such meeting. This subsection shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
View Source
Certain Related Party Transactions. (a) The Corporation shall not enter into any transaction with or involving an Interested Stockholder (as herein defined) or an Affiliate of an Interested Stockholder including, but not limited to, any transaction involving (i) the redemption of Class B Common Stock, (ii) the issuance of Stock to an Interested Stockholder or its Affiliate, or (iii) the pledge of any assets of the Corporation as collateral for an obligation, in whole or in part, of an Interested Stockholder or its Affiliate (a "Related Party Transaction"), unless such Related Party Transaction has been approved by the affirmative vote of a majority of the Independent Directors, including at least one Class A Director. The Independent Directors may, at the Corporation's expense, retain separate legal counsel and financial advisors, to the extent they deem either necessary or appropriate, to represent them in connection with the negotiation and consummation of any such Related Party Transaction. Notwithstanding the foregoing, the Corporation may enter into a Related Party Transaction without the approval of a majority of the Independent Directors if (x) a majority of the Whole Board, including at least one Class A Director, affirmatively determines that such Related Party Transaction is being effected on terms no less favorable to the Corporation than would be obtainable in an arm's-length transaction with an unrelated third party or (y) such Related Party Transaction involves less than $1,000,000 in a single transaction or series of related transactions. (b) Notwithstanding anything to the contrary in Article IX, Section 2(a), the Corporation shall not enter into a Related Party Transaction that is a merger or other business combination (a "Related Party Merger") unless: (i) a majority of the Independent Directors vote in favor of the Related Party Merger, which vote need not include a Class A Director, (ii) the Corporation has received an opinion of a nationally recognized investment banking firm that such Related Party Merger is fair to the stockholders of the Corporation other than the Interested Stockholder from a financial point of view and (iii) the Related Party Merger is approved by an affirmative vote of the holders of a majority of the issued and outstanding Class A Common Stock, excluding any such holder that is an Interested Stockholder, represented at a meeting of the stockholders called for the purpose of approving the Related Party Merger. (c) The Corporation expressly elects n...
View Source
Certain Related Party Transactions. Prior to the Closing, Sellers will not engage in any transaction with any executive officer or director of the Company outside the ordinary course of business.
View Source
Certain Related Party Transactions. Except as set forth on Schedule 3.27, neither the Company nor the Subsidiary is indebted, either directly or indirectly, to any Related Party; no Related Party is indebted to either the Company or the Subsidiary or, to the Seller’s knowledge, has any direct or indirect ownership interest in any Person with which the Company or the Subsidiary is affiliated or with which the Company or the Subsidiary has a business relationship, or any Person which competes with the Company or the Subsidiary. No Related Party has a direct or indirect interest in any Contract with the Company or the Subsidiary. All Related Party transactions listed on Schedule 3.27 will be terminated at or prior to the Closing.
View Source
Certain Related Party Transactions. (a) Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of Company Common Stock and the issuance of options to purchase shares of the Company's Company Common Stock, in each instance, approved in the written minutes of the Board of Directors, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof providing for Company benefits to any such Persons. (b) Except as set forth on Section 2.10(b) of the Disclosure Schedule, the Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. Except as set forth on Section 2.11(b) of the Disclosure Schedule, none of the Company's directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or, to Company's Knowledge, have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company's customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) 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 which competes with the Company except that directors, officers, employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company; or (iii) financial interest in any contract with the Company.
View Source
Certain Related Party Transactions. The Company and its Subsidiaries shall terminate the Affiliate Transactions that are listed on Schedule 8.4 of the Company Disclosure Schedules on or prior to the Closing.
View Source
Certain Related Party Transactions 
View Source

Related to Certain Related Party Transactions

  • Related Party Transactions There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

  • Interested Party Transactions 26 2.19 Insurance............................................................... 26

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Certain Relationships No relationship, direct or indirect, exists between or among either of the Transaction Entities, on the one hand, and the directors, officers, stockholders, partners, customers or suppliers of the Transaction Entities, on the other hand, which is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described.

  • Certain Transactions The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.