Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Company, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries; (ii) transactions approved by a majority of the disinterested members of the Board of Directors (if any); (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors; (iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company, (v) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes; (vi) any Restricted Payments permitted by Section 3.04; (vii) loans or advances by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary in the ordinary course of business; (viii) any transaction contemplated by any stock option plan of the Company; or (ix) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiaries.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at 28 the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
, (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
, (viv) any Restricted Payments permitted not prohibited by Section 3.04;
4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) loans the Data Business Transfer or advances the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction covered by the Company first paragraph of this Section 4.07 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Senior Notes Indenture (Loral Space & Communications LTD)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary Group Member to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Person known by the Company to be an Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Group Member, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary Group Member than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors of the Company or (if any)B) for which the Company or a Restricted Group Member delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Group Member from a financial point of view;
(ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries of the Company;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,; 59 53
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(viv) any Restricted Payments permitted not prohibited by Section 3.044.04;
(vi) any payments or other transactions pursuant to the Overhead Services Agreement as in effect on the Closing Date; or
(vii) loans any transaction or advances series of related transactions involving consideration or payments of less than $5 million. Notwithstanding the foregoing, any transaction covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $10 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized U.S. investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted not prohibited by Section 3.04;
4.04 (viiother than pursuant to clause (iv) loans of the definition of "Permitted Investment"). Notwithstanding the foregoing, any transaction or advances series of transactions covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,; 58 52
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;; or
(viv) any Restricted Payments permitted not prohibited by Section 3.04;
(vii) loans 4.04. Notwithstanding the foregoing, any transaction or advances series of related transactions covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Indenture (Allegiance Telecom Inc)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which the Company or a Restricted Subsidiary delivers to the Trustees a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
, (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
, (viv) any Restricted Payments permitted not prohibited by Section 3.04;
4.04 or (vii) loans or advances Kingston's and ▇▇▇▇▇'s rights to commissions and other payments under sales representation agreements; Matra's rights to payments, including without limitation incentive payments, under the Orion 1 Satellite Contract and Orion 2 Satellite Contract; and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company as the terms of agreements in effect on the Closing Date. Notwithstanding the foregoing, any transaction covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Senior Discount Notes Indenture (Orionnet Finance Corp)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Significant Subsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm’s length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Significant Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Significant Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Significant Subsidiaries who are not employees of the Company or such Subsidiary any Significant Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors, provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination.
Appears in 1 contract
Sources: Indenture (Multicanal Sa)
Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm's length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Subsidiaries who are not employees of the Company or such Subsidiary any Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 2.5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination.
Appears in 1 contract
Sources: Indenture (Multicanal Sa)
Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Subsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm’s length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Subsidiaries who are not employees of the Company or such Subsidiary any Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 2.5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Subsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm’s length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Subsidiaries who are not employees of the Company or such Subsidiary any Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 2.5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination.”
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew renew, amend or extend any transaction understanding, loan, advance, guarantee, transaction, contract, agreement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess with, or for the benefit of $2 million with any holder (or any Affiliate of such holder) of 510% or more of any class of Capital Stock of the Company or any Subsidiary of the Company Issuer or with any Affiliate of the CompanyIssuer, except upon fair and reasonable terms no less favorable to the Company Issuer or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. .
(b) The foregoing limitation does not limit, and restrictions set forth in clause (a) above shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Issuer or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Issuer and any of its Restricted Subsidiaries or solely among Restricted Subsidiaries; provided that any transaction between Biodiesel and the Issuer or any other Restricted Subsidiary shall be on fair and reasonable terms no less favorable to the Issuer and its Restricted Subsidiaries than could be obtained in a comparable arm's length transaction;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company Issuer who are not employees of the Company or such Subsidiary Issuer and customary indemnification arrangements entered into by the Issuer;
(iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company,Issuer;
(v) any payments Permitted Investments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposesRestricted Payments not prohibited by Section 4.3;
(vi) any Restricted Payments permitted by Section 3.04written agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date;
(vii) loans the issuance of securities or advances other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Company Board of Directors in good faith and loans to employees of the Issuer and its Subsidiaries which are approved by the Board of Directors in good faith;
(viii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case on ordinary business terms and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party;
(ix) any transaction with a Joint Venture or similar entity which would be subject to this Section 4.12 solely because the Issuer or a Restricted Subsidiary to employees of the Company Issuer owns an equity interest in or a Restricted Subsidiary otherwise controls such Joint Venture or similar entity; or
(x) loans or advances to officers, directors, employees or consultants in the ordinary course of business;
(viii) business or consistent with past practice not to exceed $2,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, any transaction contemplated or series of related transactions covered by any stock option plan the clause (a) of the Company; or
this Section 4.12 and not covered by clauses (ixii) through (x) of this clause (b), (x) the allocation aggregate amount of Indebtedness which exceeds $15,000,000 in value, must be approved or determined to be fair in the manner provided for in clause (b)(i)(A) or (B) and interest expense under (y) the Bank Credit Agreement among aggregate amount of which exceeds $20,000,000 in value, must be determined to be fair in the Company and one or more Restricted Subsidiariesmanner provided for in clause (b)(i)(B).
Appears in 1 contract
Sources: Indenture (Verasun Energy Corp)
Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm's length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Subsidiaries who are not employees of the Company or such Subsidiary any Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 2.5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination.
Appears in 1 contract
Sources: Indenture (Multicanal Sa)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any serviceservice with (x) involving aggregate consideration in excess any of $2 million with any holder (or any Affiliate of such holder) of 5its shareholders holding 10% or more of any class of Capital Stock of the Company or (y) any Subsidiary Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with any a Person that is not an Affiliate of the Company.
(b) In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of U.S.$25.0 million (or the equivalent thereof at the time of determination), except upon fair and reasonable the Company must first deliver to the Trustee a certificate from the Company’s Chief Financial Officer or Chief Executive Officer to the effect that such transaction or series of related transactions are on terms no less favorable to the Company or such Restricted Subsidiary than could be obtained in a comparable arm's-arm’s length transaction and is otherwise compliant with a Person that is not such a holder or an Affiliate. the terms of this Indenture.
(c) The foregoing limitation does not limit, and shall paragraphs of this Section 4.14 do not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted SubsidiariesSubsidiaries and the Company;
(ii) transactions approved by a majority of the disinterested members of the Board of Directors (if any);
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,;
(viii) any issuance or sale of Equity Interests (other than Disqualified Stock);
(iv) transactions or payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required employee, officer or permitted to file a consolidated tax return director compensation or with which the Company is benefit plans, customary indemnifications or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary arrangements entered into in the ordinary course of business;
(v) transactions pursuant to agreements in effect on the Issue Date and described in the Offering Memorandum, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the date of this Indenture;
(vi) any Sale Leaseback Transaction otherwise permitted under Section 4.10 if such transaction is on market terms;
(vii) any advance, loan or other extension of credit (or guarantee thereof) in connection with the use of the proceeds of the Notes (including any Additional Notes) as well as additional loans outstanding from the Company or any of its Restricted Subsidiaries to an Affiliate to the extent that any such advance, loan or other extension of credit (i) has a Stated Maturity that is prior to the Stated Maturity of the Notes and (ii) is on market terms;
(viii) any transaction contemplated by any stock option plan (A) transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the Company; orordinary course of business and on market terms, or (B) transactions with joint ventures or other similar arrangements entered into in the ordinary course of business, on market terms and consistent with past practice or industry norms;
(ix) the allocation Joint Venture and any transactions or provision of Indebtedness and interest expense under services related thereto;
(x) the Bank Credit Agreement among provision of administrative services to any joint venture or Unrestricted Subsidiary on substantially the Company and one same terms provided to or more by Restricted Subsidiaries.;
(xi) any sale, conveyance, transfer, distribution or other disposition of the Capital Stock (and the proceeds thereof) of Cosan Lubes Investments Limited or Cosan Lubrificantes e Especialidades S.A. (or any entity whose sole assets consist of all or a portion of the assets or business of Cosan Lubes Investments Limited or Cosan Lubrificantes e Especialidades S.A.) (whether by sale, merger, spin-off, split-off or otherwise) to the shareholders of Cosan S.A. (the “Lubricant Disposal”); and
(xii) any sale, conveyance, transfer, distribution or other disposition of the Capital Stock (and the proceeds thereof) of Radar Propriedades Agrícolas S.A., Radar II Propriedades Agrícolas S.A.,
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectlyindirectly , enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company WCI or with any Affiliate of the CompanyWCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which WCI or a Restricted Subsidiary delivers to the Administrative Agent a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to WCI or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between WCI and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company WCI who are not employees of the Company or such Subsidiary of the Company,
WCI; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company is required or permitted to file WCI files a consolidated tax return or with which the Company WCI is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances not prohibited by the Company or a Restricted Subsidiary provisions of Section 6.02 (other than pursuant to employees clause (iv) of the Company definition of "Permitted Investment" or a Restricted Subsidiary clause (vi) of the second paragraph of Section 6.02). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 6.06 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company Guarantor will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company Guarantor or with any Affiliate of the CompanyGuarantor or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company Guarantor or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which the Guarantor or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (or a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Guarantor or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Guarantor and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company Guarantor or any Subsidiary of the Company Issuer who are not employees of the Company Guarantor or such Subsidiary of the Company,
Issuer; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company Guarantor and any other Person with which the Company is required or permitted to file Guarantor files a consolidated tax return or with which the Company Guarantor is or could be part of a consolidated group for tax purposes;
; (viv) any Restricted Payments permitted not prohibited by Section 3.04;
4.04 above; or (viivi) loans or advances the Shareholder Standby Facility, as in effect on the Closing Date. Notwithstanding the foregoing, any transaction covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,;
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(viv) any Restricted Payments permitted by Section 3.04;
(vii) loans compensation, indemnification and other benefits paid or advances by the Company or a Restricted Subsidiary made available to officers, directors and employees of the Company or a Restricted Subsidiary in the ordinary course of businessbusiness in connection with services actually rendered and consistent with past practice;
(viiivi) any transaction contemplated by any stock option plan of transactions in accordance with the CompanyExisting Stockholder Agreements as in effect on the Closing Date; or
(ixvii) any Restricted Payments not prohibited by Section 4.04 hereof. Notwithstanding the allocation foregoing, any transaction or series of Indebtedness related transactions covered by the first paragraph of this Section 4.08 and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiaries.not covered by clauses
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 10-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm's length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Subsidiaries who are not employees of the Company or such Subsidiary any Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 2.5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination."
Appears in 1 contract
Sources: Indenture (Multicanal Sa)
Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Subsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm’s length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Subsidiaries who are not employees of the Company or such Subsidiary any Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 2.5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Affiliates of any Restricted Subsidiary of the Company or with any Affiliate of the CompanyRegulated Subsidiary, except except:
(i) upon fair and reasonable terms no not materially less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm'sarm’s-length transaction with a Person that is not such a holder or an Affiliate. ; and
(ii) if the transaction involves aggregate consideration in excess of $20.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company approving such transaction and set forth in an Officers’ Certificate certifying that such transaction complies with clause (i) above.
(b) The foregoing limitation does provisions of Section 4.11(a) hereof shall not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view;
(iii2) any payment of moneys transaction solely among the Company, its Restricted Subsidiaries or issuance of securities its Regulated Subsidiaries or any combination thereof;
(3) transactions or payments pursuant to employment arrangements and employee any employee, officer or director compensation or benefit plans, employment agreements, indemnification agreements or any similar arrangements entered into in each case the ordinary course of business or approved in good faith by the Board of DirectorsDirectors of the Company;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
(v4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi5) any Restricted Payments permitted by Section 3.04sale of shares of Capital Stock (other than Disqualified Stock) of the Company;
(vii6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole;
(7) loans to an Affiliate who is an officer, director or advances by employee of the Company or Company, a Restricted Subsidiary to employees of the Company or a Restricted Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of businessbusiness in accordance with Sections 7 and 13(k) of the Exchange Act;
(viii8) brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers;
(9) any transaction Permitted Investments or any Restricted Payments not prohibited by ;
(10) any agreement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment, taken as a whole, is not materially less favorable to the Company, the Restricted Subsidiaries and Regulated Subsidiaries, as applicable than the agreement in effect on the date of this Indenture (as determined by the Board of Directors of the Company in good faith));
(11) transactions in the ordinary course with entities in which the Company or a Subsidiary of the Company is the general partner or managing member pursuant to Investments contemplated by any stock option plan paragraph 16 of the definition of Permitted Investments;
(12) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, Capital Stock in, or controls, such Person; or
(ix13) the allocation pledges of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Equity Interests of Unrestricted Subsidiaries.
Appears in 1 contract
Sources: Indenture (Oppenheimer Holdings Inc)
Limitation on Transactions with Shareholders and Affiliates. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements management and employee benefit plans, in each case approved administrative services provided by the Board of DirectorsCompany or any Restricted Subsidiary to any Restricted Subsidiary or any Person in which the Company or any Restricted Subsidiary has an Investment;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,;
(v) any payments or other transactions pursuant to any tax-tax- sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;payment made under the Put and Call Agreement; or
(vii) loans any Restricted Payments not prohibited by Section 4.04. 57 50 Notwithstanding the foregoing, any transaction or advances series of related transactions covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (vi) of this paragraph, (a) the aggregate amount of which exceeds $3 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) above and (b) the allocation aggregate amount of Indebtedness and interest expense under which exceeds $5 million in value, must be determined to be fair in the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesmanner provided for in clause (i)(B) above.
Appears in 1 contract
Sources: Indenture (Primark Corp)
Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the 7-Year Notes Indenture, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Subsidiary (i) are at least as favorable to the Company or such Restricted Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm's length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Subsidiaries who are not employees of the Company or such Subsidiary any Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 2.5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination."
Appears in 1 contract
Sources: Indenture (Multicanal Sa)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view,
(ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries,
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;,
(v) any Restricted Payments not prohibited by Section 4.04,
(vi) any Restricted Payments permitted by Section 3.04;
(vii) employment agreements with, and loans or and advances by the Company or a Restricted Subsidiary to to, officers and employees of the Company or a and its Restricted Subsidiary Subsidiaries, in each case in the ordinary course of business;
(viii) any transaction contemplated by any stock option plan of the Company; business or
(ixvii) the allocation customary indemnification arrangements in favor of Indebtedness directors and interest expense under the Bank Credit Agreement among officers of the Company and one or more its Restricted Subsidiaries. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which exceeds $3 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company GST or any Restricted Subsidiary of the Company or with any Affiliate of the CompanyGST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors of GST or (if any);
B) for which GST or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to GST or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between GST and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of GST or options, warrants or other rights to acquire such shares) to directors of the Company or any Subsidiary of the Company GST who are not employees of the Company GST or such Subsidiary any of the Company,
its Subsidiaries; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company is required or permitted to file GST files a consolidated tax return or with which the Company GST is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted not prohibited by Section 3.04;
(vii) loans 4.04. Notwithstanding the foregoing, any transaction or advances series of transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vi) of this paragraph, the aggregate amount of which exceeds $500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above. The Company will not, and will not permit any Subsidiary to, directly or a Restricted Subsidiary to employees indirectly, enter into, renew or extend any of the Company or a Restricted Subsidiary transactions described in the ordinary course first paragraph of business;
(viii) this section other than any transaction contemplated by any stock option plan of the Company; or
(ix) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among between the Company and one GST or more any of its Restricted SubsidiariesSubsidiaries required or permitted by this Indenture and Pledge Agreement.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Company or any Restricted Subsidiary involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Company10.0 million, except upon fair and reasonable terms no not materially less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm'sarm’s-length transaction with a Person that is not such a holder or an Affiliate. .
(b) The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(iii2) any payment transaction solely between the Company and any of moneys its Restricted Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directorssolely among Restricted Subsidiaries;
(iv3) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary and director and officer indemnification arrangements entered into by the Company in the ordinary course of business of the Company,;
(v4) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(5) transactions in connection with a Permitted Securitization including Standard Securitization Undertakings or a Permitted Factoring Program;
(6) any payments sale of shares of Capital Stock (other than Disqualified Stock) of the Company, and the granting of registration and other customary rights in connection therewith;
(7) any Permitted Investments or other transactions any Restricted Payments not prohibited by Section 4.07;
(8) any agreement as in effect or entered into as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any tax-amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Closing Date;
(9) any employment agreement, change in control/severance agreement, employee benefit plan (including retirement, health and other benefit plans), officer or director indemnification agreement or any similar arrangement or compensation (including bonuses and equity compensation) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;
(10) any tax sharing agreement or payment pursuant thereto, between the Company and/or one or more Subsidiaries on the one hand, and any other Person with which the Company is or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company is or could be such Subsidiaries are part of a consolidated group for tax purposespurposes on the other hand, which payments by the Company and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;
(vi11) any transactions with customers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business of the Company and its Restricted Payments permitted by Section 3.04;
(vii) loans Subsidiaries and otherwise in compliance with the terms of the Indenture; provided, that, in the reasonable determination of the Board of Directors or advances senior management of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or a such Restricted Subsidiary to employees of the Company with an unrelated Person;
(12) transactions with joint ventures or a Restricted Subsidiary Unrestricted Subsidiaries entered into in the ordinary course of business;
(viii) any transaction contemplated by any stock option plan of the Company; or
(ix13) the allocation pledges of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted equity interests of Unrestricted Subsidiaries.
(c) Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.11 and not covered by clauses (2) through (13) of this paragraph, the aggregate amount of which exceeds $50.0 million in value, must be approved or determined to be fair in the manner provided for in clause (1)(A) or (B) above.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million (an "Affiliate Transaction") with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary (together, "Related Persons"), except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary. Specifically, the Company will not, and will not permit any Restricted Subsidiary to, (x) provide credit support for, or a Guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any agreement, undertaking or instrument evidencing such Indebtedness), provided that the Company or any Restricted Subsidiary may pledge Capital Stock or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company or any Restricted Subsidiary other than could to obtain such pledged property, (y) be obtained directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except in a comparable arm's-length transaction with a Person that is not such a holder the case of clause (x), (y) or an Affiliate(z) to the extent permitted under Section 4.8 and, in the case of clause (x) or (y), to the extent permitted under Section 4.9. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any of its Restricted Subsidiary Subsidiaries or between Restricted Subsidiaries;
; (ii) transactions approved by a majority of the disinterested members of the Board of Directors (if any);
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
; (viii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
; (iv) any Restricted Payments not prohibited by Section 4.9; (v) any transaction pursuant to an agreement in effect on the Issue Date; or (vi) any transaction in the ordinary course of business between the Company or any Restricted Payments permitted Subsidiary and any Affiliate thereof engaged in the Cable/Telecommunications Business. The foregoing limitation also does not limit, and shall not apply to, transactions (A) approved by Section 3.04;
a majority of the disinterested members of the Board of Directors or (viiB) loans or advances by for which the Company or a Restricted Subsidiary delivers to employees the Trustee, at or prior such transaction, a written opinion of an Independent Financial Advisor, stating that the transaction is fair to the Company or a such Restricted Subsidiary from a financial point of view. Any transaction (or series of related transactions) with a Related Person (other than those transactions set forth in clauses (i) through (vi) of the ordinary course immediately preceding paragraph) in which any Person receives in excess of business;
(viii) pound)5 million in any transaction contemplated fiscal year shall be approved by any stock option plan a majority of the disinterested directors of the Board of Directors of the Company; or
. Any transaction (ixor series of related transactions) with a Related Person involving in excess of (pound)25 million, or as to which there are no disinterested directors, is subject to the allocation of Indebtedness and interest expense under the Bank Credit Agreement among further requirement that the Company obtain an opinion of an Independent Financial Advisor with experience in appraising the terms and one conditions of the relevant type of transaction (or more series of related transactions) stating that the transaction (or series of related transactions) is fair, from a financial point of view, to the Company or such Restricted SubsidiariesSubsidiary.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Restricted Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors (including through the issuance of shares of Common Stock of the Company or any Subsidiary options, warrants or other rights to acquire such shares) to directors of the Company who are not employees of the Company or such Subsidiary any of the Company,
its Subsidiaries; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted not prohibited by Section 3.04;
(vii) loans 4.05. Notwithstanding the 46 foregoing, any transaction or advances series of transactions covered by the Company first paragraph of this Section 4.09 and not covered by clauses (ii) through (vi) of this paragraph, the aggregate amount of which exceeds $500,000 in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, indirectly enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances not prohibited by the Company or a Restricted Subsidiary provisions of Section 4.05 (other than pursuant to employees clause (iv) of the Company definition of "Permitted Investment" or a Restricted Subsidiary clause (vi) of the second paragraph of Section 4.05). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.09 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Senior Subordinated Deferred Interest Notes Indenture (Winstar Communications Inc)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm'sarm’s-length transaction with a Person that is not such a holder or an Affiliate. .
(b) The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(iii2) any payment transaction solely between the Company and any of moneys its Restricted Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directorssolely among Restricted Subsidiaries;
(iv3) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary and indemnification arrangements entered into by the Company consistent with past practices of the Company,;
(v4) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(5) transactions in connection with a Permitted Securitization including Standard Securitization Undertakings;
(6) any payments sale of shares of Capital Stock (other than Disqualified Stock) of the Company;
(7) any Permitted Investments or other transactions any Restricted Payments not prohibited by Section 4.07;
(8) any agreement as in effect or entered into as of the Closing Date (as disclosed in the Offering Memorandum) or any amendment thereto or any transaction contemplated thereby (including pursuant to any tax-sharing agreement between the Company amendment thereto) and any other Person with which replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Company is required or permitted to file a consolidated tax return or with which Holders in any material respect than the Company is or could be part of a consolidated group for tax purposes;original agreement as in effect on the Closing Date; and
(vi9) any Restricted Payments permitted by Section 3.04;
(vii) loans employment agreement, change in control/severance agreement, employee benefit plan, officer or advances director indemnification agreement or any similar arrangement entered into by the Company or a any of its Restricted Subsidiary to employees of the Company or a Restricted Subsidiary Subsidiaries in the ordinary course of business;business and payments pursuant thereto.
(viiic) Notwithstanding the foregoing, any transaction contemplated or series of related transactions covered by any stock option plan the first paragraph of the Company; or
this Section 4.11 and not covered by clauses (ix2) through (9) of this paragraph, (a) the allocation aggregate amount of Indebtedness which exceeds $50.0 million in value, must be approved or determined to be fair in the manner provided for in clause (1)(A) or (B) above and interest expense under (b) the Bank Credit Agreement among aggregate amount of which exceeds $100.0 million in value, must be determined to be fair in the Company and one or more Restricted Subsidiariesmanner provided for in clause (1)(B) above.
Appears in 1 contract
Sources: Indenture (Hanesbrands Inc.)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction between the Company and any of its Wholly Owned Restricted Subsidiaries or between Wholly Owned Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,;
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;; or
(viv) any Restricted Payments permitted not prohibited by Section 3.04;
(vii) loans or advances 4.04. Notwithstanding the foregoing, any transaction covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the 54 47 aggregate amount of which exceeds $1.0 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Indenture (Powertel Inc /De/)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) involving aggregate consideration in excess of $2 million with with, or for the benefit of, any holder (or any Affiliate of such holder) of 510% or more of any class of the Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or of any Significant Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained at the time of such transaction in a comparable arm's-arm's length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (if anyor series of transactions);
, shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (iiii) any payment transaction between the Company and any of moneys its Significant Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plansbetween Significant Subsidiaries, in each case approved by the Board of Directors;
(ivii) the payment of reasonable and customary regular compensation and fees to directors of the Company or any Subsidiary of and the Company Significant Subsidiaries who are not employees of the Company or such Subsidiary any Significant Subsidiary, or (iii) the grant of the Company,
stock options or similar rights to acquire Capital Stock (vother than Disqualified Stock) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees and directors of the Company or a Restricted Subsidiary pursuant to plans approved by the Board of Directors, provided that, in the ordinary course aggregate, the shares of business;
Capital Stock underlying such options or similar rights issued since the Issue Date (viiiexclusive of any shares of Capital Stock or similar rights required to be issued by law) any transaction contemplated by any stock option plan shall not exceed 5% of the Company; or
(ix) the allocation outstanding Common Stock of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiarieson a fully diluted basis at the date of determination.
Appears in 1 contract
Sources: Indenture (Multicanal Sa)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, EXHIBIT 4.17 lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,;
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;; or
(viv) any Restricted Payments permitted not prohibited by Section 3.04;
(vii) loans 4.04. Notwithstanding the foregoing, any transaction or advances series of related transactions covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, (a) the aggregate amount of which exceeds $2 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) above and (b) the allocation aggregate amount of Indebtedness and interest expense under which exceeds $10 million in value, must be determined to be fair in the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesmanner provided for in clause (i)(B) above.
Appears in 1 contract
Sources: Indenture (Acme Metals Inc /De/)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew renew, amend or extend any transaction understanding, loan, advance, guarantee, transaction, contract, agreement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess with, or for the benefit of $2 million with any holder (or any Affiliate of such holder) of 510% or more of any class of Capital Stock of the Company or any Subsidiary of the Company Issuer or with any Affiliate of the CompanyIssuer, except upon fair and reasonable terms no less favorable to the Company Issuer or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm'sarm’s-length transaction with a Person that is not such a holder or an Affiliate. .
(b) The foregoing limitation does not limit, and restrictions set forth in clause (a) above shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors of the Issuer or (if any)B) for which the Issuer or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Issuer and any of its Restricted Subsidiaries or solely among Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company Issuer who are not employees of the Company or such Subsidiary Issuer and customary indemnification arrangements entered into by the Issuer;
(iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company,Issuer;
(v) any payments Permitted Investments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposesRestricted Payments not prohibited by Section 4.3;
(vi) any Restricted Payments permitted by Section 3.04written agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date;
(vii) loans the issuance of securities or advances other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Company Board of Directors of the Issuer in good faith and loans to employees of the Issuer and its Subsidiaries which are approved by the Board of Directors of the Issuer in good faith;
(viii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case on ordinary business terms and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party;
(ix) any transaction with a Joint Venture or similar entity which would be subject to this Section 4.12 solely because the Issuer or a Restricted Subsidiary to employees of the Company Issuer owns an equity interest in or otherwise controls such Joint Venture or similar entity;
(x) transactions between the Issuer and any Person, a director of which is also a director of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer on any matter involving such other Person;
(xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer because the Issuer owns, directly or through a Restricted Subsidiary Subsidiary, Capital Stock in, or controls, such Person; or
(xii) loans or advances to officers, directors, employees or consultants in the ordinary course of business;
(viii) business or consistent with past practice not to exceed $5,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, any transaction contemplated or series of related transactions covered by any stock option plan the clause (a) of the Company; or
this Section 4.12 and not covered by clauses (ixii) through (xii) of this clause (b), (x) the allocation aggregate amount of Indebtedness which exceeds $25,000,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) of this clause (b) and interest expense under (y) the Bank Credit Agreement among aggregate amount of which exceeds $50,000,000 in value, must be determined to be fair in the Company and one or more Restricted Subsidiariesmanner provided for in clause (i)(B) of this clause (b).
Appears in 1 contract
Sources: Indenture (Verasun Energy Corp)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, renew or extend into any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, services) with or for the rendering benefit of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Company, except upon fair Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and reasonable in writing and
(1) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than could those that would be obtained available in a comparable arm'stransaction in arm’s-length transaction dealings with a Person that party who is not an Affiliate of the Company,
(2) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000,
(i) the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and
(ii) such transaction or series of related transactions has been approved by a holder majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or
(3) with respect to any transaction or series of related transactions involving aggregate value in excess of $30,000,000, the Company delivers to the Trustee a written opinion of an Affiliate. The foregoing limitation does not limitinvestment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, and however, that this provision shall not apply to:
(i1) employee benefit arrangements with any transaction officer or director of the Company, including under any employment agreement, stock option or stock incentive plans, and customary indemnification arrangements with officers or directors of the Company, in each case entered into in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;business,
(ii) transactions approved by a majority of the disinterested members of the Board of Directors (if any);
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv2) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company its Restricted Subsidiaries who are not employees of the Company or such Subsidiary any Affiliate,
(3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance with Section 4.07,
(4) sales of Capital Stock (other than Disqualified Stock) of the Company to Affiliates of the Company,
(v5) any payments in the case of contracts for purchase of drilling equipment or sale of oil field service supplies or natural gas or other transactions pursuant to operational contracts, any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary such contracts are entered into in the ordinary course of business;
(viii) business on terms substantially similar to those contained in similar contracts entered into by the Company or any transaction contemplated Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm’s-length basis, as determined by any stock option plan the Board of Directors of the Company; or,
(ix6) the allocation any customary agreements with stockholders of Indebtedness and interest expense under the Bank Credit Agreement among the Company providing for preemptive, voting, tag-along and one similar rights to certain stockholders of the Company, provided that such agreements are approved in advance by a majority of the Disinterested Directors, and
(7) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on such date) and any renewals, replacements or more Restricted Subsidiariesmodifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the Holders of the Notes than those in effect on the Issue Date.
Appears in 1 contract
Sources: Indenture (Sandridge Energy Inc)
Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company WCI or with any Affiliate of the CompanyWCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which WCI or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to WCI or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between WCI and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company WCI who are not employees of the Company or such Subsidiary of the Company,
WCI; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company is required or permitted to file WCI files a consolidated tax return or with which the Company WCI is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances not prohibited by the Company or a Restricted Subsidiary provisions of Section 4.04 (other than pursuant to employees clause (iv) of the Company definition of "Permitted Investment" or a Restricted Subsidiary clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Guaranteed Senior Secured Notes Indenture (Winstar Communications Inc)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which the Company or a Restricted Subsidiary delivers to the Trustees a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view, (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
, (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
, (viv) any Restricted Payments permitted not prohibited by Section 3.04;
4.04 or (vii) loans or advances Kingston's and Matra's rights to commissions and other payments under sales representation agreements; Matra's rights to payments, including without limitation incentive payments, under the Orion 1 Satellite Contract and Orion 2 Satellite Contract; and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company as the terms of agreements in effect on the Closing Date. Notwithstanding the foregoing, any transaction covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $5 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,;
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(viv) any Restricted Payments permitted by Section 3.04;
(vii) loans compensation, indemnification and other benefits paid or advances by the Company or a Restricted Subsidiary made available to officers, directors and employees of the Company or a Restricted Subsidiary in the ordinary course of businessbusiness in connection with services actually rendered and consistent with past practice;
(viiivi) any transaction contemplated by any stock option plan of transactions in accordance with the CompanyExisting Stockholder Agreements as in effect on March 19, 1999; or
(ixvii) any Restricted Payments not prohibited by Section 4.04 hereof. Notwithstanding the allocation foregoing, any transaction or series of Indebtedness related transactions covered by the first paragraph of this Section 4.08 and interest expense under not covered by clauses (ii) through (v) of this paragraph, the Bank Credit Agreement among aggregate amount of which exceeds $2.0 million in value, must be approved or determined to be fair in the Company and one manner provided for in clause (i)(A) or more Restricted Subsidiaries(B) of this Section 4.08.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The (a) the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm'sarm’s-length transaction with a Person that is not such a holder or an Affiliate. .
(b) The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(iii2) any payment transaction solely between the Company and any of moneys its Restricted Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directorssolely among Restricted Subsidiaries;
(iv3) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary and indemnification arrangements entered into by the Company consistent with past practices of the Company,;
(v4) transactions in connection with a Permitted Securitization including Standard Securitization Undertakings;
(5) any payments sale of shares of Capital Stock (other than Disqualified Stock) of the Company;
(6) any Permitted Investments or other transactions any Restricted Payments not prohibited by Section 4.07; and
(7) any agreement as in effect or entered into as of the Closing Date (as disclosed in this offering memorandum) or any amendment thereto or any transaction contemplated thereby (including pursuant to any tax-sharing agreement between the Company amendment thereto) and any other Person with which replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Company is required or permitted to file a consolidated tax return or with which Holders in any material respect than the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by original agreement as in effect on the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary in the ordinary course of business;
(viii) any transaction contemplated by any stock option plan of the Company; or
(ix) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted SubsidiariesClosing Date.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company WCI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company WCI or with any Affiliate of the CompanyWCI or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company WCI or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any);
B) for which WCI or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to WCI or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between WCI and any of 39 its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company WCI who are not employees of the Company or such Subsidiary of the Company,
WCI; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company WCI and any other Person with which the Company is required or permitted to file WCI files a consolidated tax return or with which the Company WCI is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances not prohibited by the Company or a Restricted Subsidiary provisions of Section 4.04 (other than pursuant to employees clause (iv) of the Company definition of "Permitted Investment" or a Restricted Subsidiary clause (vi) of the second paragraph of Section 4.04). Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $250,000 in value, must be approved or determined to be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Guaranteed Senior Secured Notes Indenture (Winstar Communications Inc)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agree- ment, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, limit and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors as being on fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate or (if any);
B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of an internationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company and the entering into indemnification or such Subsidiary similar arrangements with respect to officers and directors of the Company,
Company in their capacities as such; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
; (viv) any Restricted Payments permitted not prohibited by Section 3.04;
4.04; (viivi) loans or advances by the Company or a Restricted Subsidiary to employees issuances of the Company or a Restricted Subsidiary in the ordinary course of business;
Capital Stock (viiiother than Disqualified Stock) any transaction contemplated by any stock option plan of the Company; or
and (ixvii) the allocation payment of Indebtedness fees and interest expense under expenses pursuant to the Bank Credit Agreement among Management Services Agreement. Notwithstanding the Company foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and one not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $10 million (or, to the extent non-U.S. denominated, the U.S. Dollar Equivalent thereof) in value, must be approved or more Restricted Subsidiariesdetermined to be fair in the manner provided for in clause (i)(A) or (B) above.
Appears in 1 contract
Sources: Indenture (Comple Tel LLC)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyRestricted Subsidiary, except upon fair and reasonable terms no not materially less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm'sarm’s-length transaction with a Person that is not such a holder or an Affiliate. .
(b) The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(iii2) any payment transaction solely between the Company and any of moneys its Restricted Subsidiaries or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directorssolely among Restricted Subsidiaries;
(iv3) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary and director and officer indemnification arrangements entered into by the Company in the ordinary course of business of the Company,;
(v4) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(5) transactions in connection with a Permitted Securitization including Standard Securitization Undertakings or a Permitted Factoring Program;
(6) any payments sale of shares of Capital Stock (other than Disqualified Stock) of the Company, and the granting of registration and other customary rights in connection therewith;
(7) any Permitted Investments or other transactions any Restricted Payments not prohibited by Section 4.07;
(8) any agreement as in effect or entered into as of the Closing Date (as disclosed in the Prospectus) or any amendment thereto or any transaction contemplated thereby (including pursuant to any tax-amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Closing Date;
(9) any employment agreement, change in control/severance agreement, employee benefit plan (including retirement, health and other benefit plans), officer or director indemnification agreement or any similar arrangement or compensation (including bonuses and equity compensation) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;
(10) any tax sharing agreement or payment pursuant thereto, between the Company and/or one or more Subsidiaries on the one hand, and any other Person with which the Company is or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company is or could be such Subsidiaries are part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances purposes on the other hand, which payments by the Company or a and the Restricted Subsidiary to employees Subsidiaries are not in excess of the Company tax liabilities that would have been payable by them on a stand-alone basis; and
(11) transactions with customers, suppliers or a Restricted Subsidiary purchasers or sellers of goods or services, in each case, in the ordinary course of business;
(viii) any transaction contemplated by any stock option plan business of the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of the Indenture; provided, that, in the reasonable determination of the Board of Directors or senior management of the Company; or, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person.
(ixc) Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.11 and not covered by clauses (2) through (10) of this paragraph, (a) the allocation aggregate amount of Indebtedness which exceeds $50.0 million in value, must be approved or determined to be fair in the manner provided for in clause (1)(A) or (B) above and interest expense under (b) the Bank Credit Agreement among aggregate amount of which exceeds $100.0 million in value, must be determined to be fair in the Company and one or more Restricted Subsidiariesmanner provided for in clause (1)(B) above.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyRestricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. .
(b) The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm or a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,its Restricted Subsidiaries;
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(v) any agreement as in effect as of the Closing Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect);
(vi) the existence of, or the performance by the Company or any of its Restricted Payments permitted by Section 3.04Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter (so long as any such amendment is not disadvantageous to the Holders in any material respect);
(vii) loans or advances any Permitted Investments and Restricted Payments not prohibited by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary in the ordinary course of business;Section 4.04 hereof; or
(viii) the issuance of any transaction contemplated by any stock option plan Capital Stock (other than Disqualified Stock) of the Company; or
. Notwithstanding the foregoing, any transaction or series of related transactions covered by paragraph (ixa) of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph (b) the allocation aggregate amount of Indebtedness and interest expense under which exceeds $3.0 million in value must be approved or determined to be fair in the Bank Credit Agreement among the Company and one manner provided for in clause (i)(A) or more Restricted Subsidiaries(B) of this Section 4.08.
Appears in 1 contract
Sources: Indenture (KMC Telecom Holdings Inc)
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Company, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained in a comparable arm's-arm's - length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
(ii) transactions approved by a majority of the disinterested members of the Board of Directors (if any);
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,
(v) any payments or other transactions pursuant to any tax-tax- sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;
(vi) any Restricted Payments permitted by Section 3.04;
(vii) loans or advances by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary in the ordinary course of business;
(viii) any transaction contemplated by any stock option plan of the Company; or
(ix) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiaries.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the CompanyCompany or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
(i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors or (if any)B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;
(ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;
(iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company or such Subsidiary of the Company,;
(viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file files a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes;; or
(viv) any Restricted Payments permitted not prohibited by Section 3.04;
(vii) loans 4.04. Notwithstanding the foregoing, any transaction or advances series of related transactions covered by the Company first paragraph of this Section 4.08 and not covered by clauses (ii) through (v) of this paragraph, the aggregate amount of which exceeds $1 million in value, must be approved or a Restricted Subsidiary determined to employees of the Company or a Restricted Subsidiary be fair in the ordinary course of business;
manner provided for in clause (viiii)(A) any transaction contemplated by any stock option plan of the Company; or
or (ixB) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or more Restricted Subsidiariesabove.
Appears in 1 contract
Sources: Indenture (Allegiance Telecom Inc)
Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $2 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company GST or any Restricted Subsidiary of the Company or with any Affiliate of the CompanyGST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:
to (i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary or between Restricted Subsidiaries;
transactions (iiA) transactions approved by a majority of the disinterested members of the Board of Directors of GST or (if any);
B) for which GST or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to GST or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between GST and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) any payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Board of Directors;
(iv) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of GST or options, warrants or other rights to acquire such shares) to directors of the Company or any Subsidiary of the Company GST who are not employees of the Company GST or such Subsidiary any of the Company,
its Subsidiaries; (viv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company is required or permitted to file GST files a consolidated tax return or with which the Company GST is or could be part of a consolidated group for tax purposes;
; or (viv) any Restricted Payments permitted not prohibited by Section 3.04;
(vii) loans 4.04. Notwithstanding the foregoing, any transaction or advances series of transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vi) of this paragraph, the aggregate amount of which exceeds $500,000 in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above. The Company will not, and will not permit any of its Subsidiaries to, directly or a Restricted Subsidiary to employees indirectly, enter into, renew or extend any of the Company or a Restricted Subsidiary transactions described in the ordinary course first paragraph of business;
(viii) this section other than any transaction contemplated by any stock option plan of the Company; or
(ix) the allocation of Indebtedness and interest expense under the Bank Credit Agreement among between the Company and one GST or more any of its Restricted SubsidiariesSubsidiaries required or permitted by this Indenture and Pledge Agreement.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with any Affiliate of the Company or of any Restricted Subsidiary involving aggregate payments or consideration in excess of $2 5.0 million with any holder (or any Affiliate of each such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Companyperson, a “Related Person” and, each such transaction, a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or such the Restricted Subsidiary than could be obtained in a comparable arm'sarm’s-length transaction with a Person that is not such an Affiliate of the Company.
(b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $35.0 million must first be approved by a holder or an Affiliate. majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the trustee.
(c) The foregoing limitation does not limit, and shall paragraphs do not apply toto any of the following transactions:
(i1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(2) the payment of reasonable and customary fees to directors of the Company who are not employees of the Company;
(3) any Restricted Payment permitted to be paid pursuant to Section 4.07 or any Permitted Payment or Permitted Investment;
(a) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (b) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (c) the payment of reasonable fees to directors of the Company or any of its Restricted Subsidiaries (as determined in good faith by the Company or such Subsidiary) or (d) to the extent permitted by law, loans or advances made to directors, officers or employees of the Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses Incurred in the ordinary course of business, or (y) in the ordinary course of business between and (in the case of this clause (y)) not exceeding $10.0 million in the aggregate outstanding at any time;
(5) transactions pursuant to any contract, agreement or instrument in effect on the date of this Indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and any its Restricted Subsidiary or between Restricted SubsidiariesSubsidiaries than those in effect on the date of this Indenture;
(ii6) transactions approved by with Persons solely in their capacity as holders of a majority minority of any class of Debt or Capital Stock of the disinterested members Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of such class of Debt or Capital Stock of the Board of Directors (if any)Company or such Restricted Subsidiary generally;
(iii7) any payment transactions with customers, clients, suppliers, or purchasers or sellers of moneys goods or issuance services in the ordinary course of securities pursuant to employment arrangements business and employee benefit plans, in each case consistent with past business practices and approved by the Board of Directors;
(iv8) sales of Capital Stock (other than Disqualified Stock) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary capital contribution to the Company;
(9) any transaction with any Person who is not a Related Party immediately before the consummation of such transaction that becomes a Related Party as a result of such transaction;
(10) transactions in which the Company obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the Company who are not employees of the Company or such Subsidiary of the Company,
(v) any payments or other transactions pursuant transaction to any tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file its Restricted Subsidiaries from a consolidated tax return or with which the Company is or could be part financial point of a consolidated group for tax purposesview;
(vi11) any Restricted Payments permitted by Section 3.04;
(vii) loans the granting or advances by the Company or performance of registration rights under a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary in the ordinary course of business;
(viii) any transaction contemplated by any stock option plan of the Companycustomary registration rights agreement; or
(ix12) the allocation any transaction with a Securitization Vehicle as part of Indebtedness and interest expense a Securitization Financing permitted under the Bank Credit Agreement among the Company and one or more Restricted SubsidiariesIndenture.
Appears in 1 contract