Entering into transactions with either Party or Affiliates of either Party Sample Clauses

Entering into transactions with either Party or Affiliates of either Party on terms that are clearly less favorable than those terms that are within the range of comparable transactions between unaffiliated third parties. If a particular action that the Company proposes to take is reflected in an operating or capital budget of the Company that has been approved by four or more directors, no further approval of such action is required before it may be taken, notwithstanding the inclusion of such action in this Annex A. ANNEX B EXAMPLES OF DETERMINATIONS OF PHILLIPS' CORPORATION INTEREST XXX DUKE'S CORPORATION INTEREST AT VARIOUS IPO RESULTS (dollars in millions) Enterprise Value ----------------------------------------------------------------------------------------------------------- $4,500 $5,000 $5,500 $6,000 ------------------------ ------------------------ ------------------------ ----------------------- Phillips Duke Phillips Duke Phillips Xxxx Xxxxxxxx Xxxx Xxxxxxxum Xxxxxx Xxxxxxxum Xxergy Petroleum Energy Petroleum Energy Company Corporation Company Corporation Company Corporation Company Corporation Pre-IPO % of Enterprise Value 38.9% 61.1% 38.9% 61.1% 38.9% 61.1% 38.9% 61.1% Pre-IPO Enterprise Value $1,751 $2,750 $1,945 $3,055 $2,140 $3,361 $2,334 $3,666 Cash Value 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 ------ ------ ------ ------ ------ ------ ------ ------ Pre-IPO Equity Value $ 551 $1,550 $ 745 $1,855 $ 940 $2,161 $1,134 $2,466 ====== ====== ====== ====== ====== ====== ====== ====== Pre-IPO % Interest 26.2% 73.8% 28.7% 71.3% 30.3% 69.7% 31.5% 68.5% Public's Equity Value Assuming 20% IPO $525 $650 $775 $900 Post-IPO Corporation Interest 21.0% 59.0% 22.9% 57.1% 24.2% 55.8% 25.2% 54.8% Post-IPO Equity Value $ 551 $1,550 $ 745 $1,855 $ 940 $2,161 $1,134 $2,466 Cash Value 1,200 1,200 1,200 1,200 1,200 1,200 1,200 1,200 ------ ------ ------ ------ ------ ------ ------ ------ Post-IPO Enterprise Value $1,751 $2,750 $1,945 $3,055 $2,140 $3,361 $2,334 $3,666 ====== ====== ====== ====== ====== ====== ====== ====== Post-IPO % of Enterprise Value 38.9% 61.1% 38.9% 61.1% 38.9% 61.1% 38.9% 61.1% ANNEX C SPECIFIC POST-IPO GOVERNANCE ISSUES
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Entering into transactions with either Party or Affiliates of either Party on terms that are clearly less favorable than those terms that are within the range of comparable transactions between unaffiliated third parties. If a particular action that the Corporation proposes to take is reflected in an operating or capital budget of the Corporation that has been approved by eight or more directors, no further approval of such action is required before it may be taken, notwithstanding the inclusion of such action in this Annex C. ANNEX D BUSINESS OPPORTUNITIES AGREEMENT
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Related to Entering into transactions with either Party or Affiliates of either Party

  • 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 Management In the table on the following page, describe any transaction (or series of similar transactions), during the Company’s last three Fiscal Years, or any currently proposed transaction (or series of similar transactions), to which the Company or any of its subsidiaries was or is to be a party, and in which you had or anyone in your immediate family has, a material direct or indirect financial interest. Identify the person(s) involved and state the nature of your or their interest in the transaction, the amount of the transaction and the amount of your or their interest in the transaction. (Attach a supplemental page if necessary.) Description of Transaction Persons Involved Nature of Interest Amount of Transaction Amount of Interest Question 10:

  • Transactions with Related Persons Directly or indirectly enter into any transaction with or for the benefit of a Related Person on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing.

  • Transactions with Interested Persons Except as set forth on Schedule 2.22 hereto, neither Seller, nor any shareholder, officer, supervisory employee or director of Seller or, to the knowledge of Seller or the Principal Shareholders, any of their respective spouses or family members owns directly or indirectly on an individual or joint basis any material interest in, or serves as an officer or director or in another similar capacity of, any competitor or supplier of Seller, or any organization which has a material contract or arrangement with Seller.

  • AFFILIATIONS WITH OBLIGOR If the obligor is an affiliate of the trustee, describe each such affiliation. None.

  • Transactions with Shareholders and Affiliates No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Xerium or any of its Subsidiaries or with any Affiliate of Xerium or of any such holder, on terms that are less favorable to Xerium or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries and any other of Xerium and its Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; and (d) transactions described in Schedule 6.12.

  • Transactions with Affiliates; Other Transactions In performing its obligations under this Agreement, the Administrator may enter into transactions or deal with any of its Affiliates. This Agreement will not prevent the Administrator or its Affiliates from engaging in other businesses or from acting in a similar capacity as an administrator for any other Person even though that Person may engage in activities similar to those of the Issuer.

  • Negotiations with Others From and after the date hereof unless and until this Agreement shall have terminated in accordance with its terms, the Stockholder will not, and will not permit Seller or any officer, director, employee or other Representative of Seller to, directly or indirectly (a) solicit, engage in discussions or engage in negotiations with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal; (b) provide information to any person (other than Buyer or any of its Affiliates) in connection with an Acquisition Proposal; or (c) enter into any transaction with any person (other than Buyer or any of its Affiliates) with respect to an Acquisition Proposal. If the Stockholder, Seller or Representative receives any offer or proposal to enter into discussions or negotiations relating to any of the above, Seller or the Stockholder will immediately notify Buyer in writing as to the identity of the offeror or the party making any such proposal and the specific terms of such offer or proposal.

  • Communications with Potential Business Combination Targets Prior to the date hereof, neither the Company nor anyone on its behalf has, and as of the First Closing Date, neither the Company nor anyone on its behalf will have selected any Business Combination target or initiated any substantive discussions, directly or indirectly, with any Business Combination target.

  • 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.

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