Company Related Party Transaction definition

Company Related Party Transaction means any contract, arrangement or transaction of any nature whatsoever, between or among the Company or any Company Subsidiary, on the one hand, and a Company Related Party, on the other hand, or in which any Company Related Party otherwise has a direct or indirect material interest; provided, that none of the following shall be deemed to be a Company Related Party Transaction:

Company Related Party Transaction has the meaning set forth in Section 3.26.

Company Related Party Transaction has the meaning specified in Paragraph 24 of Schedule C.

Examples of Company Related Party Transaction in a sentence

• A Shareholder shall only enter into a transaction with a Group Company ("Related Party Transaction") in the ordinary course of business, at terms that are at Arms' Length, unless (i) each of the Shareholders approves the Related Party Transaction, or (ii) the Related Party Transaction is not in excess of EUR one million (1,000,000 euro) annual spend on an individual basis.

• The Company shall cause each Company Related Party Transaction, except for the Company Related Party Transactions set forth on Section 5.15 of the Company Disclosure Schedule to be terminated effective at or prior to the Closing with no ongoing liability, contingent or otherwise, for the Company or any of its Subsidiaries.

• To the Company’s Knowledge, no counterparty to a Company Related Party Transaction owns, directly or indirectly, on an individual or joint basis, any interest in, or serves as an officer, manager, general partner, officer, employee or director or in another similar capacity of, any vendor or other independent contractor of the Company or any of its Subsidiaries, or any Person that has a Contract with the Company or any of its Subsidiaries.

• The Committee shall review, approve and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations on an ongoing basis, in accordance with the Company Related Party Transaction Policy.

• Related Party DisclosureList of related Parties where control exists and related parties with whom transactions have taken place and relationships:Name of thr related party RelationshipPrime Focus LimitedHolding Company Related Party Transaction During the Year in ₹ Balance outstanding in ₹ As at March 31,20202019Closing BalancePrime Focus Limited 52,638 42,638 8.

More Definitions of Company Related Party Transaction

Company Related Party Transaction has the meaning set forth in Section 2.22.

Company Related Party Transaction means any transaction or arrangement involving in excess of $120,000 under which any (a) present or former executive officer or director of the Company or any of its Subsidiaries, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of any class of the equity securities of the Company or any of its Subsidiaries whose status as a 5% holder is known to the Company as of the date of this Agreement or (c) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (but only, with respect to the Persons in clause (b), to the knowledge of the Company) is a party to any actual or proposed loan, lease or other contract with or binding upon the Company or any of its Subsidiaries or any of their respective properties or assets or has any interest in any property owned by the Company or any of its Subsidiaries, in each case, including any bond, letter of credit, guarantee, deposit, cash account, escrow, policy of insurance or other credit support instrument or security posted or delivered by any Person listed in clauses (a), (b) or (c) in connection with the operation of the business of the Company or any of its Subsidiaries.

Company Related Party Transaction means any agreement, Indebtedness, guarantee, payables, receivables and arrangements between (a) the Company, on the one hand, and (b) any of the Company Related Persons, on the other hand, excluding (i) any employment agreement and any agreement in connection with grant of equity awards under the Company’s equity incentive plan, and (ii) any agreements that were entered into on an arms-length basis and the performance thereof has been completed or will be completed no later than the Closing.

Company Related Party Transaction means any transaction or arrangement under which any (a) present or former executive officer or director of the Company, (b) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of equity securities of the Company or (c) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing is a party to any actual or proposed loan, lease or other contract with or binding upon the Company or any of its respective properties or assets or has any interest in any property owned by the Company, in each case, including any bond, letter of credit, guarantee, deposit, cash account, escrow, policy of insurance or other credit support instrument or security posted or delivered by any Person listed in clauses (a), (b) or (c) in connection with the operation of the business of the Company.

Company Related Party Transaction. Section 3.23

Company Related Party Transaction has the meaning set forth in Section 2.22. “Company RSUs” mean restricted stock units with respect to shares of Company Common Stock granted under the Company Stock Plan that are not Company PSUs. “Company SEC Reports” has the meaning set forth in Section 2.5(a). “Company Severance Practices” has the meaning set forth in Section 4.1(i). “Company Shareholder Approval” has the meaning set forth in Section 2.4(a). “Company Stock Plan” means the Xxxxxxx International, Inc. Amended and Restated 2017 Stock Incentive Plan. “Company’s Knowledge” means the actual knowledge, as of the date hereof, and after reasonable inquiry, of the individuals identified in Section 8.1 of the Company Disclosure Schedule. “Company Termination Fee” has the meaning set forth in Section 7.3(b)(i). “Confidentiality Agreement” means the Confidentiality Agreement, dated as of December 31, 2022, between the Company and the Parent. “Consent” means any consent, approval, filing, registration, notification, Permit, order or authorization. “Contract” means, with respect to any Person, any contract, lease, license, indenture, note, agreement or other legally binding instrument to which such Person or its Subsidiaries is a party or by which any of their respective properties, rights or assets is bound. “COVID-19” means the COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof or related health condition). “COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure or sequester order, guideline, recommendation or Law, or any other applicable Laws, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. “Current D&O Insurance” means the current directors’ and officers’ liability insurance policies maintained by the Company as of the date of this Agreement.

Company Related Party Transaction has the meaning set forth in Section 3.21. “Company Subsidiaries” means the Subsidiaries of any Company.