Common use of Limitation on Transactions with Shareholders and Affiliates Clause in Contracts

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 or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of C2.5 million, the Company shall have delivered to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with paragraph (i) above; and (iii) if such transaction or series of transactions involves aggregate consideration in excess of C7.5 million, the Company shall have delivered to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) the payment of dividends, distributions or other amounts by the Company or any Restricted Subsidiary permitted by Section 4.3; (iv) issuances of Equity Interests (other than Redeemable Stock) on terms consistent with the requirements of paragraph (i) of the preceding subsection; and (v) any payments or other transactions pursuant to tax-sharing agreements between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes.

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 or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of C2.5 $2.0 million, then the Company shall have delivered deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with paragraph (i) aboveSection 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of C7.5 $5.0 million, then the Company shall have delivered will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; 56 57 and (iii) the payment of dividends, distributions dividends or other amounts by distributions in respect of Equity Interests of the Company or any Restricted Subsidiary permitted by Section 4.3; (iv) issuances of Equity Interests (other than Redeemable Stock) on terms consistent with the requirements of paragraph (i) of the preceding subsection; and (v) any payments or other transactions pursuant to tax-sharing agreements between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes.

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 or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of C2.5 Euro 5.0 million, then the Company shall have delivered deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with paragraph (i) aboveSection 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of C7.5 Euro 15.0 million, then the Company shall have delivered will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company or any Restricted Subsidiary who are not employees of the CompanyCompany or any Restricted Subsidiary; (iii) the payment of dividends, distributions or other amounts by the Company or any Restricted Subsidiary transactions permitted by Section 4.3; (iv) issuances any transaction between the Company or any Restricted Subsidiary, on the one hand, and any Affiliate of Equity Interests the Company, engaged primarily in the Permitted Business, on the other hand (other than Redeemable Stockx) on terms in the ordinary course of business and consistent with the requirements of paragraph commercially reasonable practices or (iy) approved by a majority of the preceding subsectionindependent, disinterested directors of the Company; and (v) any payments or other transactions pursuant to tax-agreements or arrangements in effect on March 24, 2000, as such agreements or arrangements are in effect on March 24, 2000 or as thereafter amended or supplemented in a manner not adverse to the Holders; (vi) any payment pursuant to any tax sharing agreements agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes, provided, however, that such payment is not greater than that which the Company would be required to pay as a stand-alone taxpayer; and (vii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder).

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 or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a 53 53 Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of C2.5 $2.0 million, then the Company shall have delivered deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with paragraph (i) aboveSection 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of C7.5 $5.0 million, then the Company shall have delivered will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; and (iii) the payment of dividends, distributions dividends or other amounts by distributions in respect of Equity Interests of the Company or any Restricted Subsidiary permitted by Section 4.3; (iv) issuances of Equity Interests (other than Redeemable Stock) on terms consistent with the requirements of paragraph (i) of the preceding subsection; and (v) any payments or other transactions pursuant to tax-sharing agreements between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes.

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 or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate;, (ii) if such transaction or series of transactions involves aggregate consideration in excess of C2.5 $2.0 million, then the Company shall have delivered deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with paragraph (i) aboveSection 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of C7.5 $5.0 million, then the Company shall have delivered will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; and (iii) the payment of dividends, distributions dividends or other amounts by distributions in respect of Equity Interests of the Company or any Restricted Subsidiary permitted by Section 4.3; (iv) issuances of Equity Interests (other than Redeemable Stock) on terms consistent with the requirements of paragraph (i) of the preceding subsection; and (v) any payments or other transactions pursuant to tax-sharing agreements between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes.

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 or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate;, (ii) if such transaction or series of transactions involves aggregate consideration in excess of C2.5 $5.0 million, the Company shall have delivered to the Trustee a resolution set forth in an Officers' Certificate adopted then such transaction or series of transactions is approved by a majority of the Board of DirectorsDirectors of the Company, including the approval of a majority of the independent, disinterested directors, approving such transaction or series and is evidenced by a resolution of transactions and certifying that such transaction or series the Board of transactions comply with paragraph (i) above; Directors of the Company, and (iii) if such transaction or series of transactions involves aggregate consideration in excess of C7.5 $25.0 million, then the Company shall have delivered or such Restricted Subsidiary will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally a nationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally a nationally recognized appraisal firm or accounting firm). (b) . Any such transaction or series of transactions shall be conclusively deemed to be on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in an arm's-length transaction if such transaction or transactions are approved by a majority of the Board of Directors of the Company, including a majority of the independent, disinterested directors, and are evidenced by a resolution of the Board of Directors of the Company. The foregoing limitation does not limit limit, and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments not prohibited by Section 1012; (iv) transactions provided for in the payment Employment Agreement as in effect on the Closing Date; and (v) loans and advances to employees of dividends, distributions or other amounts by the Company or any Restricted Subsidiary permitted by Section 4.3; (iv) issuances not exceeding at any one time outstanding $2.0 million in the aggregate, in the ordinary course of Equity Interests (other than Redeemable Stock) on terms consistent business and in accordance with the requirements of paragraph (i) of the preceding subsection; and (v) any payments or other transactions pursuant to tax-sharing agreements between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposespast practice.