Certain Related Party Transactions. Except as otherwise expressly provided in this Agreement, from and after the Effective Date of the Plan and thereafter for so long as CCI or any of its Affiliates shall continue to own 100% of the aggregate number of Subject Shares (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by CCI), none of the Company and the Corporations shall (i) make any loans or advances, (ii) sell, lease or otherwise assign or transfer any assets or properties of any of the Company and the Corporations (whether tangible or intangible), or (iii) enter into any agreement, license, joint venture or related arrangement or transaction, whether written or oral with (individually or collectively, a “Related Party Transaction”), to or with any of Bell, Staton, their Affiliates or any other of the Xxxx/Xxxxxx Group Parties or any Affiliate of any of such Persons (individually, a “Related Party” and collectively, “Related Parties”), unless and until, prior to the consummation thereof, such Related Party Transaction (A) shall have, as to its terms and conditions, been fully disclosed in writing to all members of the Boards of Directors (including the CCI Board Representative), and (B) shall have been approved in writing by either of the CCI Board Representative or by CCI. Notwithstanding the foregoing (x) the Boards of Directors of the Company and the Corporations shall have the sole right to engage all attorneys, accountants or other professionals to render services on behalf of the Company and the Corporations, irrespective of whether or not the same constitutes a Related Party Transaction, and (y) the Company and the Corporations may lease office space from the Xxxx/Xxxxxx Group Parties or their Affiliates in Boca Raton, Florida, under a five year “triple net” lease, providing for rental of $15.00 per square foot and $9.00 per square foot for common area maintenance, and the Company and the Corporations may enter into a renewal of such lease and any other lease of space from the Related Parties; provided, such leases are at market rates and customary terms for offices leases in the area.
Appears in 2 contracts
Samples: Shareholders Agreement (Care Concepts I Inc /Fl/), Shareholders Agreement (FriendFinder Networks Inc.)
Certain Related Party Transactions. Except as otherwise expressly provided in this Agreement, from and after the Effective Date of the Plan and thereafter for so long as CCI the Purchaser or any of his or its Affiliates shall continue to own 100% of the aggregate number of Subject Shares purchased hereunder (with such percentage subject to reduction at the rate of 1% for each 4,838 Subject Shares in excess of the minimum 241,908 Subject Shares acquired by CCIthe Purchaser hereunder), none of the Company and the GMI Corporations shall (i) make any loans or advances, (ii) sell, lease or otherwise assign or transfer any assets or properties of any of the Company and the GMI Corporations (whether tangible or intangible), or (iii) enter into any agreement, license, joint venture or related arrangement or transaction, whether written or oral with (individually or collectively, a “Related Party Transaction”), to or with any of Bell, Staton, their Affiliates or any other of the Xxxx/Xxxxxx Group Parties or any Affiliate of any of such Persons (individually, a “Related Party” and collectively, “Related Parties”), unless and until, prior to the consummation thereof, such Related Party Transaction (A) shall have, as to its terms and conditions, been fully disclosed in writing to all members of the Boards of Directors (including the CCI Purchaser Board Representative), and (B) shall have been approved in writing by either of the CCI Purchaser Board Representative or by CCIthe Purchaser. Notwithstanding the foregoing (x) the Boards of Directors of the Company and the GMI Corporations shall have the sole right to engage all attorneys, accountants or other professionals to render services on behalf of the Company and the GMI Corporations, irrespective of whether or not the same constitutes a Related Party Transaction, and (y) the Company and the GMI Corporations may lease office space from the Xxxx/Xxxxxx Group Parties or their Affiliates in Boca Raton, Florida, under a five year “triple net” lease, providing for rental of $15.00 per square foot and $9.00 per square foot for common area maintenance, and the Company and the GMI Corporations may enter into a renewal of such lease and any other lease of space from the Related Parties; provided, such leases are at market rates and customary terms for offices leases in the area.
Appears in 2 contracts
Samples: Settlement Agreement, Settlement and Securities Purchase Agreement (Care Concepts I Inc /Fl/)