Common use of Excluded Transactions Clause in Contracts

Excluded Transactions. The provisions of this Article V shall not apply to Post-Closing Issuances by the Company or any of its Subsidiaries as follows: (a) any Post-Closing Issuance of Share Equivalents, options, warrants or convertible securities, in each case to the extent approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants of the Company in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a director; (b) any Post-Closing Issuance of Share Equivalents, in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiaries, (ii) in connection with any joint venture or strategic partnership or alliance or (iii) in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholder; (c) any Post-Closing Issuance of Shares pursuant to an Initial Public Offering; (d) any Post-Closing Issuance of Share Equivalents in connection with any stock split, stock dividend or recapitalization approved by the Board (so long as all Holders of the same class or series of Share Equivalents is treated equally with all other Holders of such class or series of Share Equivalents); or (e) any Post-Closing Issuance of Share Equivalents to any Person (or any Affiliate of a Person) that has or is entering into a strategic or commercial relationship with the Company or any of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholder.

Excluded Transactions. The provisions of this Article V II shall not apply to Post-Closing Issuances by the Company or any subsidiary of its Subsidiaries the Company as follows: (a) Any Issuance to the Company or any Post-Closing wholly owned subsidiary of the Company; (b) Any Issuance of Share Equivalentssecurities upon the exercise or conversion of any Stock, optionsOptions, warrants Warrants or convertible securitiesConvertible Securities outstanding on August 10, 2005 or Issued after such date in a transaction that complied with the provisions of this Article II; (c) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board or pursuant to an employment benefit plan or arrangement approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants (other than an Investor or an Affiliate thereof) of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a directorits subsidiaries; (bd) any Post-Closing Any Issuance of Share Equivalentsshares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiariessubsidiaries, including a Change of Control, (ii) in connection with any joint venture or strategic partnership or alliance entered into primarily for purposes other than raising capital (as determined by the Board in its sole discretion) or (iii) to financial institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholdersubsidiaries; (ce) any Post-Closing Any Issuance of Shares Stock pursuant to an Initial a Public Offering; (df) any Post-Closing Any Issuance of Share Equivalents securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of Stock or recapitalization (including a Recapitalization Transaction) approved by the Board (so long as all Holders of the same class or series of Share Equivalents is treated equally with all other Holders of such class or series of Share Equivalents)Board; or (eg) any Post-Closing Any Issuance of Share Equivalents shares of capital stock of any direct or indirect subsidiary of the Company to any Person (or any Affiliate the stockholders of the Company in order to effect a “spin-off” transaction of a Person) that has direct or is entering into indirect subsidiary of the Company, including, without limitation, a strategic or commercial relationship with transaction of the Company or any sort described in Section 3.4 of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any StockholderStockholders Agreement.

Excluded Transactions. The provisions of this Article V IV shall not apply to Post-Closing Issuances by the Company or any of its Subsidiaries as follows: (a) any Post-Closing Issuance of Share EquivalentsSecurities or debt securities to be issued by any of the Company’s wholly-owned Subsidiaries to the Company and/or to any other wholly-owned Subsidiaries of the Company, options, warrants or convertible securitiesin each case to the extent such Post-Closing Issuance of Securities is not otherwise intended to circumvent the requirements of this Article IV; (b) any Post-Closing Issuance of Securities, in each case to the extent approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants of the Company or any of its Subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or any of its Subsidiaries or the service of such person as a director; (bc) any Post-Closing Issuance of Share EquivalentsSecurities, in each case to the extent approved by the Board, (i) in as consideration for any business combination or acquisition transaction involving the Company or any of its Subsidiaries, (ii) in connection with any joint venture or strategic partnership or alliance or (iii) in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as Subsidiaries (or the Post-Closing Issuance of Share Equivalents is not to any Affiliate amendment of any Stockholderof the terms thereof); (cd) any Post-Closing Issuance of Shares pursuant to an Initial Public Offering; (de) any Post-Closing Issuance of Share Equivalents Securities in connection with any stock split, stock dividend or recapitalization approved by the Board (so long as all Holders holders of the same class or series of Share Equivalents is Transferable Shares are treated equally with all other Holders holders of such class or series of Share EquivalentsTransferable Shares); or; (ef) any Post-Closing Issuance of Share Equivalents Transferable Shares to any Person (or any Affiliate of a Person) that has or is entering into a strategic or commercial relationship with the Company or any of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case Board (so long as the primary purpose of such Post-Closing Issuance is not the provision of financing by such Person to the Company or any of its Subsidiaries); and (g) any Post-Closing Issuance of Share Equivalents is not Securities pursuant to any Affiliate the exercise, exchange or conversion of any StockholderParticipation Securities issued in compliance with this Article IV.

Excluded Transactions. The provisions of this Article V ARTICLE VI shall not apply to Post-Closing Issuances by the Company or any of its Subsidiaries as follows: (a) any Post-Closing Issuance of Share Equivalents, options, warrants or convertible securitiesSecurities, in each case to the extent approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants of the Company in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a director; (b) any Post-Closing Issuance of Share EquivalentsSecurities, in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiaries, (ii) in connection with any joint venture or strategic partnership or alliance or (iii) in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholder; (c) any Post-Closing Issuance of Shares pursuant to an Initial Public Offering; (d) any Post-Closing Issuance of Share Equivalents Securities in connection with any stock split, stock dividend or recapitalization approved by the Board (so long as all Holders of the same class or series of Share Equivalents is treated equally with all other Holders of such class or series of Share Equivalents); or (e) any Post-Closing Issuance of Share Equivalents to any Person (or any Affiliate of a Person) that has or is entering into a strategic or commercial relationship with the Company or any of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholder.

Excluded Transactions. The provisions of this Article V ARTICLE VI shall not apply to Post-Closing Issuances by the Company or any of its Subsidiaries as follows: (a) any Post-Closing Issuance of Share Equivalents, options, warrants or convertible securitiesSecurities, in each case to the extent approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants of the Company in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a director; (b) any Post-Closing Issuance of Share EquivalentsSecurities, in each case to the extent approved by the Board, (i) issued as consideration in any business combination or acquisition transaction involving the Company or any of its Subsidiaries, (ii) issued in connection with any joint venture or strategic partnership or alliance to the other members of such venture, partnership or alliance or (iii) in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholder; (c) any Post-Closing Issuance of Shares pursuant to an Initial Public Offering; (d) any Post-Closing Issuance of Share Equivalents Securities in connection with any stock split, stock dividend or recapitalization approved by the Board (so long as all Holders of the same class or series of Share Equivalents is treated equally with all other Holders of such class or series of Share Equivalents); or; (e) any Post-Closing Issuance of Share Equivalents to any Person (or any Affiliate of a Person) (other than the H&F Investors and their Affiliates) that has or is entering into a strategic or commercial relationship with the Company or any of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case so long as the ; or (f) any Post-Closing Issuance by any Subsidiary of Share Equivalents is not the Company to the Company or any Affiliate other wholly-owned Subsidiary of any Stockholderthe Company.

Excluded Transactions. The provisions of this Article V Section 2 shall not apply to Post-Closing Issuances by the Company or any subsidiary of its Subsidiaries the Company as follows: (a) Any Issuance to the Company or any Post-Closing wholly owned subsidiary of the Company; (b) Any Issuance of Share Equivalentssecurities upon the exercise or conversion of any Stock or Convertible Securities outstanding on the date hereof or Issued after the date hereof in a transaction that complied with the provisions of this Section 2 (including any conversion of Class A-1 Stock into Class A-2 Stock, optionsand vice versa, warrants and the conversion of Class L-1 Stock into Class L-2 Stock, and vice versa); (c) Any Issuance of shares of Stock or convertible securitiesConvertible Securities, in each case to the extent approved by the Board or pursuant to an employment benefit plan or arrangement approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants (other than an Investor or an Affiliate thereof) of the Company or its subsidiaries, or to BMPI Services LLC, in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a directorits subsidiaries; (bd) any Post-Closing Any Issuance of Share Equivalentsshares of Stock or Convertible Securities (other than to a Principal Investor or an Affiliate thereof), in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiariessubsidiaries, including a Change of Control, (ii) in connection with any joint venture or strategic partnership or alliance entered into primarily for purposes other than raising capital (as determined by the Board in it sole discretion), or (iii) to financial institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholdersubsidiaries; (ce) any Post-Closing Any Issuance of Shares Stock pursuant to an Initial a Public Offering; (df) any Post-Closing The Issuance of Share Equivalents Shares to the Investors, Managers and any other Person who is a party to the Stockholders Agreement in connection with the Closing; (g) Any Issuance of securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of Stock or recapitalization (including a Recapitalization Transaction) approved by the Board Board; (so long as all Holders h) Any Issuance of shares of Stock or Convertible Securities, shares of capital stock of any direct or indirect subsidiary of the same class Company, or series any other securities in connection with a Strategic Investor Transaction; (i) Any Issuance of Share Equivalents shares of Stock or Convertible Securities, shares of capital stock of any direct or indirect subsidiary of the Company, or any other securities which is treated equally with all other Holders of approved by the Majority Principal Investors; provided, that such class Issuance is not to Principal Investors or series of Share Equivalents)their Affiliates; or (ej) any Post-Closing Any Issuance of Share Equivalents shares of capital stock of any direct or indirect subsidiary of the Company to any Person (or any Affiliate the stockholders of the Company in order to effect a “spin-off” transaction of a Person) that has direct or is entering into a strategic or commercial relationship with indirect subsidiary of the Company or any of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any StockholderCompany.

Excluded Transactions. The provisions of this Article V Section 2 shall not apply to Post-Closing Issuances by the Company or any subsidiary of its Subsidiaries the Company as follows: (a) Any Issuance to the Company or any Post-Closing wholly owned subsidiary of the Company; (b) Any Issuance of Share Equivalentssecurities upon the exercise or conversion of any Stock, optionsOptions, warrants Warrants or convertible securitiesConvertible Securities outstanding on the date hereof or Issued after the date hereof in a transaction that complied with the provisions of this Section 2; (c) Any Issuance of shares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board or pursuant to an employment benefit plan or arrangement approved by the Board, to officers, employees, directors who are not Affiliates of any Stockholder or consultants (other than an Investor or an Affiliate thereof) of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a directorits subsidiaries; (bd) any Post-Closing Any Issuance of Share Equivalentsshares of Stock, Options, Warrants or Convertible Securities, in each case to the extent approved by the Board, (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiariessubsidiaries, including a Change of Control, (ii) in connection with any joint venture or strategic partnership or alliance entered into primarily for purposes other than raising capital (as determined by the Board in its sole discretion) or (iii) to financial institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any Stockholdersubsidiaries; (ce) any Post-Closing Any Issuance of Shares Stock pursuant to an Initial a Public Offering; (df) any Post-Closing The Issuance of Share Equivalents Shares to the Investors, Managers, Manager Designees and any other Person who is a party to the Stockholders Agreement in connection with the Closing; (g) Any Issuance of securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of Stock or recapitalization (including a Recapitalization Transaction) approved by the Board (so long as all Holders of the same class or series of Share Equivalents is treated equally with all other Holders of such class or series of Share Equivalents)Board; or (eh) any Post-Closing Any Issuance of Share Equivalents shares of capital stock of any direct or indirect subsidiary of the Company to any Person (or any Affiliate the stockholders of the Company in order to effect a “spin-off” transaction of a Person) that has direct or is entering into indirect subsidiary of the Company, including, without limitation, a strategic or commercial relationship with transaction of the Company or any sort described in Section 3.4 of its Subsidiaries or provides other strategic or commercial benefits to the Company or its Subsidiaries as determined in good faith by the Board, in each case so long as the Post-Closing Issuance of Share Equivalents is not to any Affiliate of any StockholderStockholders Agreement.