Common use of Limitation on Transactions with Related Persons Clause in Contracts

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 wholly owned Subsidiary with a wholly owned Subsidiary.