Restrictions on Transactions with Affiliates. Apart from transactions contemplated by this Agreement or any Loan Document, the Partnership shall not engage in any transaction or otherwise enter into any contractual or similar arrangement with (i) the General Partner, (ii) any Subadvisor, (iii) any Carry Recipient, (iv) any Identified Owner or
Restrictions on Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Loan Parties not involving any other Affiliate and transactions between or among Subsidiaries that are not Loan Parties not involving any other Affiliate, (c) any investment, loan or advance involving a Subsidiary that is permitted hereunder, (d) any Restricted Payment permitted by Section 6.09, (e) issuances of securities or other payments pursuant to, or the funding of, employment arrangements, indemnification agreements, stock options and stock ownership plans approved by the board of directors of the Borrower or such Subsidiary and the grant of stock options or similar rights to employees and directors of the Borrower and its Subsidiaries pursuant to plans approved by the board of directors of the Borrower and (f) the payment of reasonable fees and expenses and the provision of customary indemnities to directors of the Borrower and its Subsidiaries who are not employees of the Borrower or its Subsidiaries.
Restrictions on Transactions with Affiliates. (1) A member bank and its subsidiaries may engage in a covered transaction with an affiliate only if—
Restrictions on Transactions with Affiliates. Apart from transactions the terms of which are expressly contemplated or approved by this Agreement, the General Partner and its Affiliates shall not engage in any transaction (including any contract for services) with the Partnership or any Portfolio Company unless the terms of the transaction are on an arm’s- length basis and on terms which are no less favorable to the Partnership or such Portfolio Company than would be obtained in a transaction with an unaffiliated party; provided that the terms of any transaction approved by the Advisory Committee shall be deemed to be on an arm’s-length basis.
Restrictions on Transactions with Affiliates. Apart from transactions the terms of which are expressly contemplated or approved by the Partnership Agreement, the General Partner and its Affiliates will not engage in any transaction with the Partnership without the written consent of UST, which consent may be withheld in its sole and absolute discretion.
Restrictions on Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Loan Parties not involving any other Affiliate, (c) any investment, loan or advance involving a Subsidiary that is permitted hereunder, (d) any Restricted Payment permitted by Section 6.09 and (e) issuances of Equity Interests of the Borrower in satisfaction of obligations under retirement plans.
Restrictions on Transactions with Affiliates. The Company will not make any loans or advances to any of its officers, directors, shareholders, or Affiliates, other than expense advances made by the Company to its officers and employees in the ordinary course of business. The Company will not increase the salary of any executive officer, or the remuneration of any director.
Restrictions on Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business at prices and on terms and conditions not materially less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and the Subsidiaries not involving any other Affiliate of the Borrower to the extent such transactions are otherwise permitted hereunder, (c) any employment, consulting or similar agreement or other compensation agreement entered into by the Borrower or any Subsidiary in the ordinary course of business, (d) Investments in Affiliates permitted under Section 6.04(i) and (e) sales of Equity Interests in the Borrower to Affiliates of the Borrower and the granting of registration and other customary rights in connection therewith.
Restrictions on Transactions with Affiliates. The Maker shall not engage in any transactions with affiliated entities (other than its consolidated subsidiaries) other than on an arm’s-length basis in the ordinary course of business, except as permitted by Section 2(m) or pursuant to existing agreements, including the Support Services Agreement dated as of January 1, 2000 to which the Maker is a party, any amendments thereto that do not materially change the rights or obligations of the parties thereto in any manner that would be adverse to the Holder in any material respect, the Tax Allocation Agreement dated as of January 1, 2000 to which the Maker is a party, any amendments thereto that do not materially change the rights or obligations of the parties thereto in any manner that would be adverse to the Holder in any material respect, the Amended and Restated Indemnification Agreements dated as of February 21, 2000 to which the Maker is a party, any amendments thereto that do not materially change the rights or obligations of the parties thereto in any manner that would be adverse to the Holder in any material respect, and any replacement or similar inter-company agreements approved by the board of directors of the Maker in good faith, and except for the spin-off of the Maker’s pension arrangements in a manner consistent with MII’s prior public disclosure thereof (as reflected in MII’s reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, prior to the date of this Note).
Restrictions on Transactions with Affiliates. So long as any Bridge Notes are outstanding the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any subsidiary's officers, directors, person who were officers or directors at any time during the previous two years, stockholders who beneficially own 5% or more of the Common Stock, or Affiliates with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "Related Party"), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any agreement, transaction, commitment or arrangement on a arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (c) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "Affiliate" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a 5% or more equity interest in that person or entity, (ii) has 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. "Control" or "controls" for purposes hereof means that a person or entity has the power, direct or indirect, to control or govern the policies of another person or entity.
