Approval of Related Party Transactions. After the date of this Agreement, the Company shall not, without the approval of a majority of the disinterested members of the Board of Directors of the Company (to the extent applicable, including the affirmative vote or written consent of each of the Preferred Directors (as such term is defined in the Restated Certificate)), authorize or enter into any transaction with any director or officer of the Company, such director’s or officer’s affiliates or immediate family members, or the spouses of or trusts or other entities formed solely for the benefit of, or controlled by, such director, officer or immediate family members.

Approval of Related Party Transactions. The Shareholders’ Agreement and this Addendum do not affect the internal decision making process of Xxxx Solutions or its subsidiaries. All Related Party Transactions are to be determined and/or approved by the competent corporate bodies of each of the parties to the transaction. The Company has no special right or obligation to determine or approve Related Party Transactions, beyond the ordinary voting right at Xxxx Solutions’ general assembly as referred to in section 1.3, save for the undertaking by Aker set out in section 1.4 below.

Approval of Related Party Transactions. All Related-Party Transactions must be authorized by the Board of Directors of Prosegur Cash, following a favorable report from its Audit Committee and in any case with the abstention in the deliberation and voting of the proprietary directors appointed by Prosegur. Without prejudice to the foregoing, the authority to approve related-party transactions whose amount or value is equal to or greater than 10% of the total assets according to the last consolidated annual balance sheet approved by Prosegur Cash will correspond to the general shareholders’ meeting of this entity in accordance with the provisions of article 529 duovicies of the Capital Companies Law. Notwithstanding the provisions of the first paragraph of this clause, the Board of Directors of Prosegur Cash may delegate the approval of the following related-party transactions: a) transactions between companies that form part of the same group that are carried out within the scope of ordinary management and under market conditions (which will include those resulting from the execution of a protocol or agreement or framework agreement) and provided that they fall within one of the following types of operation or service: b) transactions between companies of the Prosegur Group and companies of the Prosegur Cash Group that are entered into under contracts whose standardised conditions are applied en masse to a large number of clients, are carried out at prices or rates established in general by the person acting as supplier of the goods or services in question, and whose amount does not exceed 0.25 per cent of the net turnover of Prosegur Cash and provided that said transactions are aimed at the provision of services by the Prosegur Group or the Prosegur Cash Group, respectively, to the Prosegur Cash Group or the Prosegur Group, respectively, inherent to the businesses within their respective area of activity.

Approval of Related Party Transactions. The Manager shall not consummate any transaction which would involve (i) the acquisition by the Company of an investment in any security structured or managed the Manager or (ii) any sale of the Company’s assets to the Manager or its affiliates or to an entity managed by the Manager or its affiliates, in each case, unless such transaction is approved by a majority of the Independent Directors. Any other transaction which presents a conflict of interest between the Manager and the Company shall be presented to the Independent Directors and shall not be effected without the approval of a majority of the Independent Directors. The Company may enter into transactions in which BNP Paribas or one or more of its affiliates acts as a counterparty broker, dealer or lender, subject to the compliance of such transactions with parameters to be established by the Independent Directors.

Approval of Related Party Transactions. On and after the Closing, the Company will not, and will not permit any of its Subsidiaries, whether directly or indirectly owned, without the unanimous written consent of the Company’s Board of Directors (including the consent any independent directors) to: (a) acquire any share capital, other securities or interests of Heilongjiang Yanglin Group Seed Industrial Co., Ltd., Shuangyashan Tianlin Rice Industrial Co., Ltd. and Heilongjiang Yanglin Soybean Group co., Ltd. Hotel, an unincorporated hotel (collectively, the “Affiliated Companies”) (b) approve transactions or modify the terms of transactions involving the interests of the Affiliated Companies, including but not limited to make any loans, advances or other credits to, or guarantee, indemnify, act as surety for, or otherwise secure or accept or assume any direct or indirect liability for the liabilities of or obligations of any of such companies; (c) enter into any commercial or business contracts with the Affiliated Companies in excess of US$5,000; (d) approve or make adjustments or modifications to the terms of transactions involving the interest of any director or Shareholder of the Company and/or any Subsidiary, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness or liabilities of any director or Shareholder of the Company and/or any Subsidiary.

Related to Approval of Related Party Transactions

Related Party Transactions There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.
Interested Party Transactions 26 2.19 Insurance............................................................... 26
Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.
Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.
Material Transactions Prior to the Closing, no Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other Parties): (a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; (b) amend its Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; (c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; (d) directly redeem, purchase or otherwise acquire any of its common or other capital stock; (e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; (f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; (g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; (h) prepay any debt in excess of Twenty-Five Thousand Dollars ($25,000), borrow or agree to borrow any amount of funds except in the Ordinary Course of Business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; (i) enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate, except in the Ordinary Course of Business; (j) amend or modify any material Contract; (k) agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); (l) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the Ordinary Course of Business or as otherwise disclosed herein; (m) guarantee the obligation of any person, firm or corporation, except in the Ordinary Course of Business; (n) make any loan or advance in excess of Twenty-Five Thousand Dollars ($25,000) or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; (o) sell or otherwise dispose of any Real Property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the Ordinary Course of Business; (p) commit any act or fail to do any act which will cause a Breach of any Contract and which will have a Material Adverse Effect on its business, financial condition or earnings; (q) violate any Applicable Law which violation might have a Material Adverse Effect on such Party; (r) purchase any real or personal property or make any other capital expenditure where the amount paid or committed is in excess of Twenty-Five Thousand Dollars ($25,000) per expenditure; (s) except in the Ordinary Course of Business, enter into any agreement or transaction with any of such Party’s Affiliates; or (t) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such Party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action.
Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.
Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.
Intercompany Transactions 72 Section 9.13
Certain Transactions The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.

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