Common use of Limitation on Transactions with Clause in Contracts

Limitation on Transactions with. Affiliates. (a) The Company shall not, and shall not permit any ---------- Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of similar transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (i) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in arm's- length dealings with a Person who is not such an Affiliate; (ii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, the terms of such Affiliate Transaction have been approved by a majority of the members of the Board of Directors 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, the Company has received a written opinion from an independent investment banking firm that such transaction is fair to the Company 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 a Wholly owned Subsidiary or between 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 fees to directors of the Company and its Subsidiaries who are not employees of the Company or its Subsidiaries.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. (a) . The Company shall will not, and shall will not permit any ---------- Restricted Subsidiary to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of similar transactions (including including, without limitation, 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 (an "Affiliate Transaction") unless: (i) the or any Restricted Subsidiary, except upon fair and reasonable terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary 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 arm's- a comparable arm's-length dealings transaction with a Person who that is not such a holder or an Affiliate; . The foregoing limitation does not limit, and shall not apply to: (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, the terms of such Affiliate Transaction have been transactions (A) approved by a majority of the disinterested members of the Board of Directors having no personal stake or (distinct from the interest of the CompanyB) 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, for which the Company has received or a Restricted Subsidiary delivers to the Trustee a written opinion from an independent of a nationally recognized investment banking firm stating that such the 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 solely between the Company and a any of its Wholly owned Subsidiary Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, ; (iii) any issuance the payment of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or reasonable and customary regular fees to directors of the funding of, employment arrangements, stock options and stock ownership plans approved by Company who are not employees of the Board of Directors, Company; (iv) loans 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 employees 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 ordinary course Company or such Restricted Subsidiary; provided that the aggregate fair market value of business the consideration subject to such transactions does not exceed $1 million in accordance with past practices 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 (vviii) any Restricted Payments not prohibited by 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 (viii) of this paragraph, (a) the payment aggregate amount of reasonable fees which exceeds $2 million in value, must be approved or determined to directors be fair in the manner provided for in clause (i)(A) or (B) above and (b) the aggregate amount of which exceeds $10 million in value, must be determined to be fair in the Company and its Subsidiaries who are not employees of the Company or its Subsidiariesmanner provided for in clause (i)(B) above.

Limitation on Transactions with. Shareholders and Affiliates. (a) . The Company shall will not, and shall will not --------------------------- permit any ---------- Restricted Subsidiary to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of similar transactions (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any Affiliate of the Company (an "Affiliate Transaction") unless: (i) the or any Restricted Subsidiary, except upon fair and reasonable terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary 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 arm's- a comparable arm's-length dealings transaction with a Person who that is not such an Affiliate; . The foregoing limitation does not limit, and shall not apply to: (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, the terms of such Affiliate Transaction have been transactions (A) approved by a majority of the disinterested members of the Board of Directors having no personal stake or (distinct from the interest of the CompanyB) 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, for which the Company has received or a Restricted Subsidiary delivers to the Trustee a written opinion from an independent 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 such the 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 solely between the Company and a Wholly owned Subsidiary any of its Restricted Subsidiaries or solely between Wholly Owned Restricted 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 to, and its Subsidiaries who are not indemnity provided on behalf of, officers, directors, employees or consultants 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 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 (v) of this paragraph the aggregate amount of which exceeds $2.0 million in value, must be approved or determined to be fair in the manner provided for in clause (i) (A) or (B) of this Section 4.08.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. (a) . The Company shall will not, and shall will not permit any ---------- Restricted Subsidiary ---------- to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of similar transactions (including including, without limitation, 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 (an "Affiliate Transaction") unless: (i) the or any Restricted Subsidiary, except upon fair and reasonable terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary 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 arm's- a comparable arm's-length dealings transaction with a Person who that is not such a holder or an Affiliate; . The foregoing limitation does not limit, and shall not apply to: (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, the terms of such Affiliate Transaction have been transactions (A) approved by a majority of the disinterested members of the Board of Directors having no personal stake or (distinct from the interest of the CompanyB) 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, for which the Company has received or a Restricted Subsidiary delivers to the Trustee a written opinion from an independent of a nationally recognized investment banking banking, accounting or appraisal firm stating that such the 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 solely between the Company and a Wholly owned Subsidiary any of its 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 issuance of securities, payments or other payments, awards transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or grants in cash, securities with which the Company is part of a consolidated group for tax purposes; (v) any Permitted Investments or otherwise pursuant to, or Restricted Payments not prohibited by Section 3.04; (vi) the funding of, employment arrangements, granting of 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 stock ownership directors pursuant to plans approved by the Board of Directors, ; (ivvii) loans any transaction entered into for the purpose of granting or advances altering registration rights or other rights with respect to employees any Capital Stock of the Company granted to investors in the Company; or (viii) indemnification arrangements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and approved by the Board of Directors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 3.08 and not covered by clauses (ii) through (viii) of this paragraph, the aggregate amount of which exceeds $2 million in accordance with past practices of value, must be approved or determined to be fair in the Company or any Restricted Subsidiary manner provided for in clause (i)(A) or (vB) the payment of reasonable fees to directors of the Company and its Subsidiaries who are not employees of the Company or its Subsidiariesabove.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. (a) . The Company shall will not, and shall will not permit any ---------- Restricted Subsidiary to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of similar transactions (including including, without limitation, 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 5.0% or more of any class of Capital Stock of the Company or with any Affiliate of the Company (an "Affiliate Transaction") unless: (i) the or any Restricted Subsidiary, except upon fair and reasonable terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary 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 arm's- a comparable arm's-length dealings transaction with a Person who that is not such a Holder or an Affiliate; . The foregoing limitation does not limit, and shall not apply to (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, the terms of such Affiliate Transaction have been transactions (A) approved by a majority of the disinterested members of the Board of Directors having no personal stake or (distinct from the interest of the CompanyB) 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, for which the Company has received or a Restricted Subsidiary delivers to the Trustee a written opinion from an independent of a nationally recognized investment banking firm (including, without limitation, the Placement Agent and its Affiliates) stating that such the 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 solely between the Company and a any of its Wholly owned Subsidiary Owned Restricted Subsidiaries or solely between Wholly Owned Restricted 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 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 SubsidiariesRestricted 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 $1.0 million in any calendar year; (vi) payment of fees to the Placement Agent or its Affiliates for financial, advisory, consulting or investment banking services that the Board of Directors deems to be advisable or appropriate (including, without limitation, the payment of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of securities); or (vii) any Restricted Payments not prohibited by 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 $5.0 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 $10.0 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above.

Limitation on Transactions with. Stockholders and ------------------------------------------------ Affiliates. (a) . The Company shall will not, and shall will not permit any ---------- Restricted Subsidiary ---------- to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of similar transactions (including including, without limitation, 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 (an "Affiliate Transaction") unless: (i) the or any Restricted Subsidiary, except upon fair and reasonable terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, Subsidiary 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 arm's- a comparable arm's-length dealings transaction with a Person who that is not such a holder or an Affiliate; . The foregoing limitation does not limit, and shall not apply to (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $2,000,000, the terms of such Affiliate Transaction have been transactions (A) approved by a majority of the disinterested members of the Board of Directors having no personal stake Directors, (distinct from the interest of the CompanyB) 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, for which the Company has received or a Restricted Subsidiary delivers to the Trustee a written opinion from an independent of a nationally recognized investment banking firm stating that such the 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 a Wholly owned Subsidiary any of its Restricted Subsidiaries or between Wholly Owned Restricted 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 its Subsidiariesany 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.