Company Related Party Transactions. Notwithstanding anything in this Agreement to the contrary, (a) a Director or Alternate Director shall be entitled (subject to the following provisos) to participate in deliberations with respect to any Company Related Party Transaction in which such Director or Alternate Director, the Member that nominated such Director or Alternate Director, or any other Company Related Party with respect to such Member, has an interest; provided that such Director or Alternate Director has disclosed such interest to the Board; and provided, further that the Board (excluding such Director or Alternate Director consistent with clause (b) of this Section 8.16), may elect to exclude such Director or Alternate Director from all or any portion of such deliberations, but (b) no such Director or Alternate Director shall be entitled to vote on or approve any such Company Related Party Transaction, and all determinations of the requirements for quorum and voting pursuant to Section 8.6 shall be recalculated by disregarding (where applicable for the purposes of both the applicable numerator and the applicable denominator), for purposes of any matter, any such Director or Alternate Director who is not entitled to vote in respect of such matter pursuant to this Section 8.16. Without limiting the generality of clause (b) of this Section 8.16, if the Board has previously approved a contract, arrangement or transaction as a Company Related Party Transaction and, thereafter, the Company desires to exercise a right or take action with respect to such Company Related Party Transaction, a Director or an Alternate Director representing a Company Related Party that is party to such Company Related Party transaction shall not be entitled to vote on or approve the exercise of any such right or the taking of any such action. The Company may not enter into any Competitively Sensitive Agreement, unless the CEO notifies the Board in writing, which notice shall be delivered to the Board together with the Opinion, prior to entering into a Competitively Sensitive Agreement (and any amendment thereof) identifying the parties to such agreement and the general subject matter of such agreement.
Company Related Party Transactions. The Company shall take, or cause to be taken, all actions necessary or advisable to terminate at or prior to the Closing all Company Related Party Transactions (other than those set forth on Section 5.17 of the Company Disclosure Schedules) without any further obligations or Liabilities of the Company or any of its Affiliates (including the other Group Companies).
Company Related Party Transactions. The Company shall take, or cause to be taken, all actions necessary or advisable to terminate at or prior to the Closing all Company Related Party Transactions (other than those set forth on Section 5.20 of the Company Disclosure Schedules) without any further obligations or Liabilities to the Company or any of its Affiliates (including, from and after the Effective Time, Atlas and its Affiliates). On or prior to the Closing, each of the Company Equityholders and the Company shall, and shall cause their respective Affiliates to, repay or cause to be repaid in full, or otherwise satisfy and settle, all Indebtedness, receivables, payables and other similar arrangements between the Company, on the one hand, and any Company Equityholder or any of its Affiliates, on the other hand, in each case, other than those set forth on Section 5.20 of the Company Disclosure Schedules.
Company Related Party Transactions. Except for indemnification, compensation and other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate or Company Related Party (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s 10-K or proxy statement pertaining to an annual meeting of stockholders.
Company Related Party Transactions. Except as expressly disclosed in the Filed SEC Documents, since January 27, 2009, there are no transactions, or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions, between the Company or any of its Subsidiaries, on the one hand, and any current or former director or officer, other Affiliate of the Company or any of its Subsidiaries or any Person who beneficially owns five percent (5%) or more of the Company Common Stock (or any Affiliate of any of the foregoing), on the other hand, that, individually or aggregate, exceeds or would exceed $120,000 per year (together with any such transactions expressly disclosed in the Filed SEC Documents, a “Company Related Party Transaction”).
Company Related Party Transactions. The Company shall take, or cause to be taken, all actions necessary or advisable to terminate at or prior to the Closing all Company Related Party Transactions except for (x) those Company Related Party Transactions set forth in Section 7.09 of the Company Disclosure Schedules and (y) the Transaction Documents, without any further obligations or Liabilities to the Company or any of its Affiliates (including, from and after the Closing, SPAC and its Affiliates). On or prior to the Closing, each of the Company Shareholders and the Company shall, and shall cause their respective Affiliates to, repay or cause to be repaid in full, or otherwise satisfy and settle, all Indebtedness, receivables, payables and other similar arrangements between the Company, on the one hand, and any Company Shareholder or any of its Affiliates, on the other hand, other than with respect to the Convertible Loan Agreements that will be cancelled in connection with the Conversion and with respect to the Shareholder Loans. If the Closing would result in the agreement set forth on Section 7.09(b) of the Company Disclosure Schedules being a violation of applicable Law, the Company shall terminate such agreement.
Company Related Party Transactions. The Company shall take, or cause to be taken, all actions necessary or advisable to terminate at or prior to the Closing all Company Related Party Transactions (except for certain shareholder loans which may remain outstanding) without any further obligations or Liabilities to the Company or any of its Affiliates (including, from and after the Closing, Pegasus and its Affiliates). On or prior to the Closing, each of the Company Shareholders and the Company shall, and shall cause their respective Affiliates to, repay or cause to be repaid in full, or otherwise satisfy and settle, all Indebtedness, receivables, payables and other similar arrangements between the Company, on the one hand, and any Company Shareholder or any of its Affiliates, on the other hand.
Company Related Party Transactions. 3.20.1 Except as Disclosed, no Company Related Party has, or has at any time since January 1, 2000 had, any direct or indirect interest of any nature in any asset used in or otherwise relating to the business of the Company.
Company Related Party Transactions. The Company shall take, or cause to be taken, all actions necessary or advisable to terminate at or prior to the Closing all Company Related Party Transactions set forth on Section 7.05 of the Company Disclosure Schedule without any further obligations or Liabilities to the Company or any of its Affiliates (including, from and after the Closing, Plum and its Affiliates). On or prior to the Closing, each of the Company Shareholders and the Company shall, and shall cause their respective Affiliates to, repay or cause to be repaid in full, or otherwise satisfy and settle, all Indebtedness, receivables, payables and other similar arrangements between the Company, on the one hand, and any Company Shareholder or any of its Affiliates, on the other hand. Notwithstanding the foregoing, the provisions of this Section 7.05 shall not apply in respect of the Contracts and transactions set forth on Section 4.21 of the Company Disclosure Schedules.
Company Related Party Transactions. Purchaser shall have ------------------------------------ determined in Purchaser's sole reasonable discretion, that all transactions between Company and any of its officers, directors, shareholders, partners or other Affiliates ("Related Party Transactions") are fair and commercially reasonable and, to the extent Purchaser has determined that any Related Party Transactions are not fair or commercially reasonable, such transactions shall have been recast or amended so as to be fair and commercially reasonable in a manner satisfactory to Purchaser.
