Transactions with Company Clause Samples

The 'Transactions with Company' clause defines the rules and requirements for any business dealings or agreements made between the parties and the company itself. Typically, this clause outlines the procedures for approving such transactions, such as requiring board or shareholder consent, and may set standards for disclosure or fair dealing to prevent conflicts of interest. Its core function is to ensure transparency and fairness in transactions involving the company, thereby protecting the interests of all stakeholders and reducing the risk of self-dealing or abuse of power.
Transactions with Company. (a) The Board of Directors may permit the Company to enter into one or more agreements or engage in one or more transactions with a Member or its Affiliates to render services to the Company, provide funds or credit support to the Company or sell, transfer or convey property or assets to the Company. Any such agreement or transaction pursuant to which services are rendered to the Company, funds or credit support are provided to the Company or property or assets are sold, transferred or conveyed to the Company by a Member or its Affiliates must satisfy one of the following requirements: (i) such agreement or transaction must be approved by one of the Directors not nominated by such Member; or (ii) the price and other material terms of such agreement or transaction, when considered together with the price and other material terms of all similar transactions between the Company and such Member or its Affiliates during the previous 12-month period, must not be materially less favorable to the Company than those generally being provided to or available from unrelated third parties, taking into account the totality of the circumstances surrounding such agreements or transactions (including such factors as reliability, quality, creditworthiness, convenience and ancillary services); provided, however, that UAG and its Affiliates shall not enter into any transaction or agreement pursuant to this Item (ii) which (A) requires payment to UAG or such Affiliate of a "UAG Corporate Identity Program Fee" (as applicable to other United Auto Group, Inc. dealerships), a "UAG Management Fee" (other than as provided in the Management Agreement) or any other fee for management services or overhead or (B) is described in subsections (d) or (e) of this Section 5.1.3. (b) Except as set forth in the Joint Venture Formation Agreement, no Member shall have any obligation to provide funds, credit support, goods or services to the Company or permit the Company to use any facilities or assets of such Member, in either case except as may be provided in contracts entered into from time to time specifically dealing with the provision of funds, credit support, goods or services or the use of such facilities or assets, nor shall there be any obligation on the part of any Member to enter into such contracts, except as otherwise set forth herein. (c) The Company shall enter into the Management Agreement, which shall not be amended, modified or terminated except by unanimous vote of the Board o...
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Transactions with Company. The Initial Member may, but is not obligated to, lend money to and transact other business with the Company. Subject to applicable laws, if the Initial Member provides a loan to the Company, the Initial Member shall have the same rights and obligations with respect to such loan as any person who is not a member.
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Transactions with Company. The Investor shall not, in any manner, acquire, agree to acquire or make any proposal to acquire any property of the Company or any of its subsidiaries, nor shall the Investor disclose any intention, plan or arrangement inconsistent with this Section, or advise, assist or encourage any other persons in connection with any such transactions. 5.
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Transactions with Company. The Manager may, at its option, purchase stevia products from the Company for the Manager’s own purposes. The Members agree that the price to be charged to the Manager for such product shall not be greater than the price paid by the Company for such product plus five percent.
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Transactions with Company. A Manager or Member may lend money to, act as surety for, and transact other business with the Company and shall have the same rights and obligations with respect thereto as a person who is not a Manager of the Company, except that nothing contained in this Section shall be construed to relieve a Manager from any of his duties to the Company.
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Transactions with Company. None of the Investors, their respective ------------------------- Affiliates (as defined below), nor any of their respective officers, directors, employees or agents, shall, without the unanimous written consent of the Investors, directly or indirectly, effect any transaction whatsoever, or engage in any discussions or negotiations, with the Company and/or its officers, directors, employees and agents, other than as specifically provided for in this Agreement. Without limiting the foregoing, none of the Investors nor their respective Affiliates shall, directly or indirectly (including through any officer, director, employee or agent): (i) purchase or otherwise acquire beneficial ownership of any Notes, shares of Capital Stock or other debt or equity securities of the Company except as provided under this Agreement; (ii) acquire any assets of the Company; (iii) solicit, initiate or participate in any way in discussions or negotiations with, or provide any information or assistance to, or enter into any agreement with the Company; (iv) sell or transfer any assets to the Company; or (v) assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.
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Transactions with Company. Subject to any limitations set forth in this Agreement, a Member may and with the prior approval of a Majority in Interest after full disclosure of the Member’s involvement, enter into any transaction with, contract with, or otherwise compensate any Member or an Affiliate (including modification of such contract) or enter into any material modification, amendment or restructuring of any transaction or contract with any Member or Affiliate; provided however, the determination of Majority in Interest shall exclude from such calculation the ownership of the Member transacting business with the Company. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.
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Related to Transactions with Company

  • Transactions with Interested Persons Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if: (a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or (b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company, any Manager or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.

  • Transactions with Insiders So long as the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 9(r) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • Transactions with Certain Persons Except as set forth on Schedule --------------------------------- 5.22, no officer, director or employee of the Company, nor any member of any such person's immediate family, is presently a party to any transaction with the Company, including without limitation, any contract, agreement or other arrangement(1) providing for the furnishing of services by, (2) providing for the rental of real or personal property from, or (3) otherwise requiring payments to (other than for services as officers, directors or employees of the Company ) any such person or corporation, partnership, trust or other entity in which any such person has an interest as a shareholder, officer, director, trustee or partner.

  • Transactions with Related Persons Except as set forth on Schedule 4.21, no Target Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Company. The assets of the Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person.