Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest and subject to Section 8.19, the Members or their Affiliates may engage in any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company so long as such transaction is approved in advance by a majority of the disinterested Directors on the Board.
Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and their Affiliates may engage in any transaction with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from persons capable of similarly performing them or if Members holding a majority of the Membership Interests held by the Members having no interest in such transaction (other than their interests as Members) approve the transaction in writing.
Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members or their Affiliates may engage in any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company so long as such transaction is approved by the Managing Member, or if such transaction is with the Managing Member or one of its Affiliates, the written consent of all the disinterested Members. No Member shall be deemed by reason of Section 6.1 to have approved any such transaction.
Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members, the members of the Board or their Affiliates may engage in any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service with the Company) so long as such transaction is at arm's length and approved by a majority of the disinterested members of the Board. SECTION 7.4
Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and/or the Managers may, and may cause their Affiliates to, engage in any transaction with the Company so long as that transaction is (a) fair to the Company and (b) approved by the Managers.
Transactions Between the Company and the Members. Subject to the approval of the Walgreens Transaction Committee or the Audit Committee when required, notwithstanding that it may constitute a conflict of interest, the Members and the members of the Board and their respective Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company and/or one or more of its Subsidiaries so long as such transaction is, as determined by the disinterested Directors on the Board in good faith, (i) on arm’s-length, commercially reasonable terms; provided that such commercially reasonable terms are (A) no less favorable to the Company than those generally being provided to or available from unrelated third parties and (B) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company), and (ii) approved by the Board in accordance with this Agreement. For the avoidance of doubt the Summit Director shall not be deemed interested solely as a result of being elected by the holders of the Class E Preferred Units or solely as a result of being issued Class E-3 Preferred Units in the Summit Transaction.
Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, but subject to Section 5.2(c)(iv), the Members and the members of the Board and their respective Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company and/or one or more of its Subsidiaries so long as such transaction is, as determined by the Board in good faith, (a) on arm’s-length, commercially reasonable terms; provided that such commercially reasonable terms are (i) no less favorable to the Company than those generally being provided to or available from unrelated third parties and (ii) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company), and (iii) approved by the Board in accordance with this Agreement.
Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members, the members of the Board, or their respective Affiliates may engage in any transaction (including, without limitation, any amendment, supplement or other modification made to such transaction) with the Company (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service with the Company) so long as such transaction (including, without limitation, any amendment, supplement or other modification made to such transaction) is at arm’s length and approved by a majority of the disinterested members of the Board. Notwithstanding the foregoing, however, the Eclipse Services Agreement, the PCTEL Line of Credit Documents, the PCTEL Services Agreement, and the rights of the Members pursuant to Section 9.2, Section 9.3, Section 9.5 and Section 9.6 are hereby approved by the Members and shall not require the approval of a majority of the disinterested members of the Board.
Transactions Between the Company and the Members. Subject to the approval of the Walgreens Transaction Committee or the Audit Committee when required, notwithstanding that it may constitute a conflict of interest, the Members and the members of the Board and their respective Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company and/or one or more of its Subsidiaries so long as such transaction is, as determined by the disinterested Directors on the Board in good faith, (i) on arm’s-length, commercially reasonable terms; provided that such commercially reasonable terms are (A) no less favorable to the Company than those generally being provided to or available from unrelated third parties and (B) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company), and (ii) approved by the Board in accordance with this Agreement.
Transactions Between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and their Affiliates may engage in transactions to provide goods and services to the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, (i) are determined by the Board to be fair and reasonable to the Company, and (ii) are at least as favorable to the Company as those that are generally available from independent third parties capable of similarly performing them at arm's length.
