Limitation on Transactions with Related Persons. The Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, after the Issue Date, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related Person Transaction"), or any series of Related Person Transactions, except for transactions made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000 must first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, or transaction solely between or among the Company and any of its Restricted Subsidiaries or between or among Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.04, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary in the ordinary course of business, in an aggregate amount at any one time outstanding not to exceed $500,000 and (v) any payment pursuant to a tax-sharing agreement between the Company and any other Person ...
Limitation on Transactions with Related Persons. Neither the Company nor any of the Subsidiaries will (i) sell, lease, transfer or otherwise dispose of any of its Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (a "Related Person Transaction"), other than Related Person Transactions that are on terms (which terms are in writing) no less favorable to the Company or a Subsidiary, as applicable, than could be obtained in a comparable arm's length transaction from an unaffiliated party; provided that, if the Company or any Subsidiary enters into a Related Person Transaction or s eries of Related Person Transactions involving or having an aggregate value of more than (i) $1.0 million, such Related Person Transaction will have been approved by a majority of the disinterested directors of the Company and (ii) $5.0 million ($1.0 million if there are no disinterested directors of the Company), such Related Person Transaction will have been determined by a nationally recognized investment banking firm to be fair from a financial standpoint to the Company and its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the foregoing restrictions shall not apply to (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1.0 million in each fiscal year; (ii) fees and compensation paid to or agreements with officers, directors, employees or consultants of the Company or any Subsidiary in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faith; and (iii) Restricted Payments that are not prohibited by Section 4.10.
Limitation on Transactions with Related Persons. The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving in one or a series of related transactions an aggregate consideration in excess of $5,000,000, unless (a) such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person and the Issuer delivers an Officers' Certificate to the Trustee certifying that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15,000,000, the Issuer delivers to the Trustee a resolution adopted by the majority of the Disinterested Directors approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above. The foregoing provisions will not apply to the following: (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3 and Permitted Investments; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses to Welsh Carson, Blackstone and their respective Affiliates in an amount xx xxx xxxxxdar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA of the Issuer; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary, including, without limitation, payments pursuant to employment agreements, benefit plans and similar obligations; (v) payments by the Issuer or any of its Restricted Subsidiaries to Welsh Carson, Blackstone and their respective Affiliates made for any xxxxxxxxx xxvisory, financing, underwriting or placement services or in respect of other investment banki...
Limitation on Transactions with Related Persons. At any time when the Voting Stock of ACNielsen is not listed and traded on The New York Stock Exchange, The American Stock Exchange or the National Market System of the National Association of Securities Dealers Automated Quotation System, ACNielsen will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Related Person (other than a wholly owned Subsidiary) unless such transaction or series of transactions is on terms that are no less favorable to ACNielsen or such Subsidiary, as the case may be, than would be available in a comparable transaction with an unrelated third party and (a) where such transaction or series of transactions involves aggregate consideration (including, without limitation, the assumption of indebtedness) in excess of 2.5% of ACNielsen's Consolidated Net Worth as of the end of the prior fiscal year, such transaction or series of transactions is approved by a majority of the Board of Directors of ACNielsen, including the approval of a majority of the independent, disinterested directors, and (b) where such transaction or series of transactions involves aggregate consideration (including, without limitation, the assumption of indebtedness) in excess of 7.5% of ACNielsen's Consolidated Net Worth as of the end of the prior fiscal year, ACNielsen also delivers to Cognizant and D&B an opinion from an internationally recognized investment banking firm as to the fairness of such transaction or series of transactions to ACNielsen or such Subsidiary from a financial point of view (without considering, for purposes of such fairness opinion, any impact which such transaction may have on the ACN Maximum Amount). For purposes of the foregoing, a series of related transactions will be deemed to include, without limitation, a series of transactions if, within six months of closing one transaction, another transaction is entered into with the same Person or with a successor or affiliate thereof. Notwithstanding the foregoing, this provision will not apply to (i) any transactions contemplated by the Distribution Agreement or any Ancillary Agreement; (ii) compensation or employee benefit arrangements with any officer or director of ACNielsen; and (iii) any transaction entered into in the ordinary course of business by ACNielsen or a wholl...
Limitation on Transactions with Related Persons. (a) Neither Covenant Party will, nor will it permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Related Person unless (i) such transaction or series of transactions is on terms that are no less favorable to the relevant Covenant Party or its Subsidiary, as the case may be, than would be available in a comparable transaction with an unrelated third party and (ii) where such transaction or series of transactions involves aggregate consideration (including, without limitation, the assumption of indebtedness) in excess of 7.5% of the aggregate Consolidated Net Worth of the Covenant Parties on a combined basis (without duplication) as of the end of the prior fiscal year, the relevant Covenant Party shall also deliver to each of the D&B Parties and IMS not later than the date of entering into any such transaction, an opinion from an internationally recognized investment banking firm chosen by such Covenant Party as to the fairness of such transaction or series of transactions to such Covenant Party or such Subsidiary from a financial point of view.
(b) For purposes of the foregoing, a series of related transactions will be deemed to include, without limitation, a series of transactions if, within six months of closing one transaction, another transaction is entered into with the same Person or with a successor or affiliate thereof.
(c) Notwithstanding the foregoing, the provisions of this Section 3.2 will not apply to (i) compensation or employee benefit arrangements with any officer or director of a Covenant Party or (ii) any Restricted Payment permitted to be made pursuant to this Agreement.
Limitation on Transactions with Related Persons. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions with Related Persons of the Company unless: (i) such transactions are between or among the Company and its Restricted Subsidiaries; or (ii) such transactions are in the ordinary course of business and consistent with past practice; or (iii) the terms of such transactions are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and are at least as favorable -50- as the terms which could be obtained by the Company or the Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between Persons who are not Related Persons. In the event of any transaction or series of transactions occurring subsequent to the Issuance Date with a Related Person which involves in excess of $1.0 million and is not permitted under clause (i) of the preceding sentence, a majority of the disinterested members of the board of directors of the Company shall by resolution determine that such transaction or series of transactions meets the criteria set forth in clause (iii) of the preceding sentence. In the event of any transaction or series of transactions occurring subsequent to the Issuance Date with a Related Person which involves in excess of $10.0 million and is not permitted under clause (i) above, the Company will be required to deliver to the Trustee an opinion of an Independent Financial Advisor to the effect that the transaction is fair to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view or a written appraisal issued by an Independent Financial Advisor supporting the value of the transaction. Notwithstanding the foregoing, such provisions do not prohibit and will not apply to (1) any Restricted Payment which is permitted by Section 4.11; (2) the payment of compensation and the provision of customary indemnities to directors of the Company and wages and other compensation (including customary benefits) to officers or employees of the Company or any of its Subsidiaries in the ordinary course of business; (3) any agreement as in effect on the Issuance Date and described in the Offering Memorandum under the caption "Certain Relationships and Related Party Transactions" or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long a...
Limitation on Transactions with Related Persons. The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving in one or a series of related transactions an aggregate consideration in excess of $5.0 million, unless (a) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and the Company delivers an Officer's Certificate to the Trustee certifying that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the Disinterested Directors approving such Affiliate Transaction and set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (a) above.
Limitation on Transactions with Related Persons. The Company shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with a Related Person unless such transaction or series of transactions is on terms that are no less favorable to the Company or such Consolidated Subsidiary, as the case may be, than would be available in a comparable transaction with an unrelated third party; provided, however, that the foregoing restrictions will not apply to (a) transactions between or among any of the Company and its Wholly Owned Consolidated Subsidiaries, (b) transactions between or among any of the Company and its Consolidated Subsidiaries that are not Wholly Owned Consolidated Subsidiaries, provided such transactions are entered into in the ordinary course of business on terms and conditions consistent with prior practice and (c) any transaction with an officer or director of the Company or any Consolidated Subsidiary entered into in the ordinary course of business (including, without limitation, compensation or employee benefit and perquisite arrangements).
Limitation on Transactions with Related Persons. Neither the Issuer nor any Subsidiary will, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including the sale, purchase, exchange or lease of assets, property or services) with a Related Person of the Issuer (a "Related Person Transaction") unless such Related Person Transaction or series of Related Person Transactions (a) is on terms that are no less favorable to the Issuer than would be available in a comparable transaction with an unrelated party, (b) if such Related Person Transaction or series of Related Person Transaction involves in the aggregate payments in excess of $1,000,000, the Issuer's Board of Directors determines that such Related Person Transaction or series of Related Person Transactions complies with clause (a) above and such determination is evidenced by a resolution of the Board of Directors of the Issuer or (c) if such Related Person Transaction or series of Related Person Transactions is approved by the affirmative vote of over 50% of the shares represented at an annual or special meeting of stockholders of the Issuer without taking into account for this purpose the vote of any stockholder who is an executive officer of director of the Issuer or any Subsidiary or any Affiliate of any such executive officer or director. Notwithstanding anything to the contrary contained herein, the term Related Party Transaction shall not include any transaction or series of related transactions to which the Issuer or any Subsidiary is a party on the date hereof, including this Indenture, or any transaction to which the Issuer or any Subsidiary is obligated on, the date hereof to become a party; provided that any such transaction that was required by applicable law to have been disclosed in any SEC report was disclosed in an SEC report filed on or prior to the date hereof.
Limitation on Transactions with Related Persons. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with (a) any beneficial owner of 5% or more of the outstanding voting securities of the Company (determined in accordance with Section 13(d) of the Exchange Act) at the time of such transaction, (b) any officer, director or employee of the Company, or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company as described in clause (a) above or (c) any Related Person, unless such transaction or series of related transactions (A) is on terms that are no less favorable to the Company or any such Subsidiary, as the case may be, than would be available in a comparable transaction with an unrelated third party or (B)(x) if such transaction or series of related transactions involve aggregate payments in excess of $60,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction complies with clause (A) above and such transaction or series of related transactions is approved by a majority of the Independent Directors or (y) if such transaction or series of related transactions involve aggregate payments in excess of $1.0 million, the Company obtains an opinion as to the fairness to the Company or such Subsidiary from a financial point of view issued by an investment banking firm, appraisal firm or accounting firm, in each case of national standing. Notwithstanding the foregoing, the provisions of this Section 4.9 shall not apply to (i) any transaction entered into between the Company and its Subsidiaries (but excluding transactions with any Subsidiary of which more than 5% of the outstanding voting securities (as determined in accordance with Section 13(d) under the Exchange Act) are beneficially owned by Persons who are (a) officers, directors or employees of the Company or any of its Subsidiaries or any beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined in accordance with Section 13(d) under the Exchange Act) at the time of such transaction, (b) a beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined in accordance with Section 13(d) under the Exchange Act) or (c) Related Persons), (ii) the payment of compensation and prov...
