Common use of Limitation on Transactions with Shareholders and Affiliates Clause in Contracts

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of $2.0 million, then the Company shall deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with Section 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of $5.0 million, then the Company will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; 56 57 and (iii) payment of dividends or other distributions in respect of Equity Interests of the Company or any Restricted Subsidiary permitted by Section 4.3.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a 53 53 Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of $2.0 million, then the Company shall deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with Section 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of $5.0 million, then the Company will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; 56 57 and (iii) payment of dividends or other distributions in respect of Equity Interests of the Company or any Restricted Subsidiary permitted by Section 4.3.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of $2.0 Euro 5.0 million, then the Company shall deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with Section 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of $5.0 Euro 15.0 million, then the Company will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company or any Restricted Subsidiary who are not employees of the CompanyCompany or any Restricted Subsidiary; 56 57 and (iii) transactions permitted by Section 4.3; (iv) any transaction between the Company or any Restricted Subsidiary, on the one hand, and any Affiliate of the Company, engaged primarily in the Permitted Business, on the other hand (x) in the ordinary course of business and consistent with commercially reasonable practices or (y) approved by a majority of the independent, disinterested directors of the Company; (v) transactions pursuant to agreements or arrangements in effect on March 24, 2000, as such agreements or arrangements are in effect on March 24, 2000 or as thereafter amended or supplemented in a manner not adverse to the Holders; (vi) any payment pursuant to any tax sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of dividends a consolidated group for tax purposes, provided, however, that such payment is not greater than that which the Company would be required to pay as a stand-alone taxpayer; and (vii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or other distributions in respect of Equity Interests employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary permitted by Section 4.3entered into in the ordinary course of business (including customary benefits thereunder).

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate; (ii) if such transaction or series of transactions involves aggregate consideration in excess of $2.0 C2.5 million, then the Company shall deliver have delivered to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with Section 4.12(a)(i)paragraph (i) above; and (iii) if such transaction or series of transactions involves aggregate consideration in excess of $5.0 C7.5 million, then the Company will deliver shall have delivered to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; 56 57 and (iii) the payment of dividends dividends, distributions or other distributions in respect of Equity Interests of amounts by the Company or any Restricted Subsidiary permitted by Section 4.3; (iv) issuances of Equity Interests (other than Redeemable Stock) on terms consistent with the requirements of paragraph (i) of the preceding subsection; and (v) any payments or other transactions pursuant to tax-sharing agreements between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any direct or indirect holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless: (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not such a holder or Affiliate;, (ii) if such transaction or series of transactions involves aggregate consideration in excess of $2.0 million, then the Company shall deliver to the Trustee a resolution set forth in an Officers' Certificate adopted by a majority of the Board of Directors, including a majority of the independent, disinterested directors, approving such transaction or series of transactions and certifying that such transaction or series of transactions comply with Section 4.12(a)(i); and (iii) if such transaction or series of transactions involves aggregate consideration in excess of $5.0 million, then the Company will deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction or series of transactions from a financial point of view from an internationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm). (b) The foregoing limitation does not limit and will not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; 56 57 and (iii) payment of dividends or other distributions in respect of Equity Interests of the Company or any Restricted Subsidiary permitted by Section 4.3.