Common use of Limitation on Transactions with Clause in Contracts

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. The Company will not, and will not permit any Restricted Subsidiary ---------- to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any 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, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions 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 a consolidated group for tax purposes; (v) any Restricted Payments not prohibited by Section 4.04; (vi) the payment of fees pursuant to the Management Agreements or pursuant to any similar management contracts entered into by the Company or any Subsidiary of the Company; and (vii) the payment of fees to Xxxxxx Xxxxxxx & Co. Incorporated or any successor thereto ("Xxxxxx Xxxxxxx"), S&H or their respective Affiliates for financial, advisory, consulting or investment banking services that the Board of Directors deems to be advisable or appropriate for the Company or any Subsidiary of the Company to obtain (including, without limitation, the payment to Xxxxxx Xxxxxxx of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of any securities by the Company or any Subsidiary of the Company). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph, (a) the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $8 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above. Notwithstanding any of the foregoing, nothing in this Section 4.08 shall prohibit the occurrence of the Holdings Merger. Immediately upon the occurrence of the Holdings Merger, all references to the Company in this Section 4.08 shall refer to the Successor Corporation.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. The Company will not, and will not permit any Restricted Subsidiary ---------- to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any 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, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to to: (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions 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 a consolidated group for tax purposes; (v) transactions arising under the SRTC Transaction, including certain payments, advances and prepayments by the Company to SRTC contemplated thereby, the Exclusive Purchase and Sale and Technology License Agreement dated as of November 21, 1995, by and between SRTC and the Company or the Agreement dated October 30, 1995, between Xxxxxxx Corporation and the Company; (vi) transactions between the Company or any of its Restricted Subsidiaries and a non-Wholly Owned Restricted Subsidiary or an Unrestricted Subsidiary on a cost, rather than fair market value, basis, or on other terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, in any such case that are fair and reasonable to the Company or such Restricted Subsidiary; provided that the aggregate fair market value of the consideration subject to such transactions does not exceed $1 million in any calendar year; (vii) the licensing or sublicensing of use of any intellectual property by the Company or any Restricted Subsidiary to any Person for use of such intellectual property outside the United States; provided such licensing or sublicensing of such intellectual property shall not adversely affect the Company's and its Restricted Subsidiaries' access to such intellectual property for the conduct of their respective businesses or (viii) any Restricted Payments not prohibited by Section 4.04; (vi) the payment of fees pursuant to the Management Agreements or pursuant to any similar management contracts entered into by the Company or any Subsidiary of the Company; and (vii) the payment of fees to Xxxxxx Xxxxxxx & Co. Incorporated or any successor thereto ("Xxxxxx Xxxxxxx"), S&H or their respective Affiliates for financial, advisory, consulting or investment banking services that the Board of Directors deems to be advisable or appropriate for the Company or any Subsidiary of the Company to obtain (including, without limitation, the payment to Xxxxxx Xxxxxxx of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of any securities by the Company or any Subsidiary of the Company). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (viiviii) of this paragraph, (a) the aggregate amount of which exceeds $5 2 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $8 10 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above. Notwithstanding any of the foregoing, nothing in this Section 4.08 shall prohibit the occurrence of the Holdings Merger. Immediately upon the occurrence of the Holdings Merger, all references to the Company in this Section 4.08 shall refer to the Successor Corporation.

Limitation on Transactions with. Stockholders Shareholders and ------------------------------------------------ Affiliates. The Company will not, and will not --------------------------- permit any Restricted Subsidiary ---------- to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any 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, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to to: (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm or a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; ; (ii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; ; (iii) the payment of reasonable and customary regular fees to directors to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company who are not employees of the Company; or its Restricted Subsidiaries; (iv) any payments or other transactions 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 a consolidated group for tax purposes; or (v) any Permitted Investments and Restricted Payments not prohibited by Section 4.04; (vi) the payment of fees pursuant to the Management Agreements or pursuant to any similar management contracts entered into by the Company or any Subsidiary of the Company; and (vii) the payment of fees to Xxxxxx Xxxxxxx & Co. Incorporated or any successor thereto ("Xxxxxx Xxxxxxx"), S&H or their respective Affiliates for financial, advisory, consulting or investment banking services that the Board of Directors deems to be advisable or appropriate for the Company or any Subsidiary of the Company to obtain (including, without limitation, the payment to Xxxxxx Xxxxxxx of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of any securities by the Company or any Subsidiary of the Company)4.04 hereof. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (viiv) of this paragraph, (a) paragraph the aggregate amount of which exceeds $5 2.0 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(Ai) (A) or (B) above and (b) the aggregate amount of which exceeds $8 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above. Notwithstanding any of the foregoing, nothing in this Section 4.08 shall prohibit the occurrence of the Holdings Merger. Immediately upon the occurrence of the Holdings Merger, all references to the Company in this Section 4.08 shall refer to the Successor Corporation4.08.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. . (a) The Company will shall not, and will shall not permit any ---------- Restricted Subsidiary ---------- to, directly or indirectly, enter into, renew into or extend conduct any transaction or series of similar transactions (including, without limitation, including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any 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, except upon fair and reasonable (an "Affiliate Transaction") unless: (i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's- length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limit; (ii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, and shall not apply to (i) transactions (A) the terms of such Affiliate Transaction have been approved by a majority of the disinterested members of the Board of DirectorsDirectors having no personal stake (distinct from the interest of the Company) in such Affiliate Transaction (and such majority determines that such Affiliate Transaction satisfies the criteria in (i) above); and (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $10,000,000, (B) for which the Company or a Restricted Subsidiary delivers to the Trustee has received a written opinion of a nationally recognized from an independent investment banking firm stating that the such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; . (b) The provisions of Section 4.07(a) shall not prohibit (i) any Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any transaction between the Company and any of its Restricted Subsidiaries a Wholly owned Subsidiary or between Restricted Wholly Owned Subsidiaries; , (iii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors, (iv) loans or advances to employees in the ordinary course of business in accordance with past practices of the Company or any Restricted Subsidiary or (v) the payment of reasonable and customary regular fees to directors of the Company and its Subsidiaries who are not employees of the Company; (iv) any payments or other transactions 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 a consolidated group for tax purposes; (v) any Restricted Payments not prohibited by Section 4.04; (vi) the payment of fees pursuant to the Management Agreements or pursuant to any similar management contracts entered into by the Company or any Subsidiary of the Company; and (vii) the payment of fees to Xxxxxx Xxxxxxx & Co. Incorporated or any successor thereto ("Xxxxxx Xxxxxxx"), S&H or their respective Affiliates for financial, advisory, consulting or investment banking services that the Board of Directors deems to be advisable or appropriate for the Company or any Subsidiary of the Company to obtain (including, without limitation, the payment to Xxxxxx Xxxxxxx of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of any securities by the Company or any Subsidiary of the Company). Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph, (a) the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $8 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above. Notwithstanding any of the foregoing, nothing in this Section 4.08 shall prohibit the occurrence of the Holdings Merger. Immediately upon the occurrence of the Holdings Merger, all references to the Company in this Section 4.08 shall refer to the Successor Corporationits Subsidiaries.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. The Company will not, and will not permit any Restricted Subsidiary ---------- to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder Holder (or any Affiliate of such holderHolder) of 55.0% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder Holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm (including, without limitation, the Placement Agent and its Affiliates) stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a 50 consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (v) transactions between the Company or any of its Restricted Payments Subsidiaries and a non-Wholly Owned Restricted Subsidiary or an Unrestricted Subsidiary on a cost, rather than fair market value, basis, or on other terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, in any such case that are fair and reasonable to the Company or such Restricted Subsidiary; provided that the aggregate fair market value of the consideration subject to such transactions does not prohibited by Section 4.04exceed $1.0 million in any calendar year; (vi) the payment of fees pursuant to the Management Agreements or pursuant to any similar management contracts entered into by the Company or any Subsidiary of the Company; and (vii) the payment of fees to Xxxxxx Xxxxxxx & Co. Incorporated the Placement Agent or any successor thereto ("Xxxxxx Xxxxxxx"), S&H or their respective its Affiliates for financial, advisory, consulting or investment banking services that the Board of Directors deems to be advisable or appropriate for the Company or any Subsidiary of the Company to obtain (including, without limitation, the payment to Xxxxxx Xxxxxxx of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of securities); or (vii) any securities Restricted Payments not prohibited by the Company or any Subsidiary of the Company)Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph, (a) the aggregate amount of which exceeds $5 5.0 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(Ai) (A) or (B) above and (b) the aggregate amount of which exceeds $8 10.0 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above. Notwithstanding any of the foregoing, nothing in this Section 4.08 shall prohibit the occurrence of the Holdings Merger. Immediately upon the occurrence of the Holdings Merger, all references to the Company in this Section 4.08 shall refer to the Successor Corporation.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. The Company will not, and will not permit any Restricted Subsidiary ---------- to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any 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, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to to: (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors, Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking banking, accounting or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; ; (ii) any transaction solely between the Company and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; ; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; ; (iv) any payments or other transactions 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 a consolidated group for tax purposes; ; (v) any Permitted Investments or Restricted Payments not prohibited by Section 4.04; 3.04; (vi) the payment granting of fees stock options on Capital Stock of the Company (other than Disqualified Stock) or similar rights on Capital Stock of the Company (other than Disqualified Stock) to employees and directors pursuant to plans approved by the Management Agreements Board of Directors; (vii) any transaction entered into for the purpose of granting or pursuant altering registration rights or other rights with respect to any similar management contracts Capital Stock of the Company granted to investors in the Company; or (viii) indemnification arrangements entered into by the Company or any Subsidiary of its Restricted Subsidiaries in the Company; ordinary course of business and (vii) the payment of fees to Xxxxxx Xxxxxxx & Co. Incorporated or any successor thereto ("Xxxxxx Xxxxxxx"), S&H or their respective Affiliates for financial, advisory, consulting or investment banking services that approved by the Board of Directors deems to be advisable or appropriate for the Company or any Subsidiary of the Company to obtain (including, without limitation, the payment to Xxxxxx Xxxxxxx of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of any securities by the Company or any Subsidiary of the Company)Directors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 3.08 and not covered by clauses (ii) through (viiviii) of this paragraph, (a) the aggregate amount of which exceeds $5 2 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $8 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above. Notwithstanding any of the foregoing, nothing in this Section 4.08 shall prohibit the occurrence of the Holdings Merger. Immediately upon the occurrence of the Holdings Merger, all references to the Company in this Section 4.08 shall refer to the Successor Corporation.