Exempted Affiliate Transaction means (a) customary employee and non-executive director compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of Directors of the Company, (b) dividends permitted under the terms of Section 4.3 and payable, in form and amount, on a pro rata basis to all holders of common stock of the Company, and (c) transactions solely between or among the Company and any of its Consolidated Subsidiaries or solely among Consolidated Subsidiaries of the Company, in each case, that are Guarantors.
Exempted Affiliate Transaction means (a) employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of Directors of the general partner of the Company, (b) payments of reasonable fees and expenses to the members of the Board of Directors of HHRI, the general partner of the Company or their Subsidiaries, (c) transactions solely between the Company and any of its Subsidiaries or solely among Subsidiaries of the Company, (d) Permitted Tax Payments, (e) Procurement Contracts, (f) Operating Agreements, and (g) Investments, Dividends and payments in respect of subordinated indebtedness otherwise permitted under Sections 7.10 and 7.11, as applicable.
Exempted Affiliate Transaction means (a) customary employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of Directors of the Company, (b) dividends permitted under Section 4.3 of this Indenture payable, in form and amount, on a PRO RATA basis to all holders of Common Stock of the Parent Guarantor, (c) transactions solely between the Company and any of its Wholly owned Subsidiaries or solely among Wholly owned Subsidiaries of the Company, and (d) payments to Xxxx/Chilmark Fund L.P or its Affiliates for reasonable and customary fees and expenses for financial advisory and investment banking services provided to the Parent Guarantor and the Company, and (e) payments to the Parent Guarantor made in accordance with the Tax Sharing Agreement.
Examples of Exempted Affiliate Transaction in a sentence
Within 10 Business Days after consummation of any Affiliate Transaction(s) (other than an Exempted Affiliate Transaction) involving consideration to either party of $1.0 million or more, the Issuers shall deliver to the Trustee an Officers’ Certificate addressed to the Trustee certifying that such Affiliate Transaction (or Transactions) complied with clause (1), (2), and (3), as applicable.
More Definitions of Exempted Affiliate Transaction
Exempted Affiliate Transaction means (i) Restricted Payments comprised of pro rata dividends paid in cash on any class of Equity Interests and made in compliance with this Indenture, (ii) transactions, at arms-length and as so set forth in a Board Resolution, between or among holders of any Equity Interest of any Subsidiary of the Company and such Subsidiary, so long as such holder is not otherwise an Affiliate of the Company, (iii) transactions between or among the Company, and its Subsidiaries, (iv) the Company or any of its Subsidiaries entering into or performing any employment agreement, stock option agreement or other agreement relating to the terms of employment, compensation or termination of employment in the ordinary course of business of the Company or such Subsidiary, (v) any contract, agreement, arrangement or transaction with any Affiliate in effect as of the Issue Date and any amendment, waiver, variation or other modification in
Exempted Affiliate Transaction means each of (i) employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of the Company; (ii) payments of reasonable fees and expenses to the members of the Board; (iii) transactions solely between the Company and any of its Subsidiaries or solely among Subsidiaries of the Company; (iv) Permitted Tax Payments; (v) Permitted Sharing Arrangements; (vi) Procurement Contracts; (vii) Operating Agreements; (viii) Restricted Payments permitted under Section 5.03 of this Forty-Second Supplemental Indenture; (ix) any and all elements of the REIT Conversion; and (x) any Affiliate Transaction involving aggregate consideration of less than $1.0 million in any 12-month period.
Exempted Affiliate Transaction means each of (i) employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of the Company; (ii) payments of reasonable fees and expenses to the members of the Board; (iii) transactions solely between the Company and any of its Subsidiaries or solely among Subsidiaries of the Company; (iv) Permitted Tax Payments; (v) Permitted Sharing Arrangements; (vi) Procurement Contracts; (vii) Operating Agreements; (viii) Restricted Payments permitted under Section 5.03 of this Thirty-Sixth Supplemental Indenture; (ix) any and all elements of the REIT Conversion; and (x) any Affiliate Transaction involving aggregate consideration of less than $1.0 million in any 12-month period.
Exempted Affiliate Transaction means (i) employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of Directors of the general partner of the U.S. Borrower, (ii) payments of reasonable fees and expenses to the members of the Board of Directors of HHRI, the general partner of the U.S. Borrower or their Subsidiaries, (iii) transactions solely between the U.S. Borrower and any of its Subsidiaries or solely among Subsidiaries of the U.S. Borrower, (iv) Permitted Tax Payments, (v) Procurement Contracts, (vi) Operating Agreements, and (vii) Investments, Dividends and payments in respect of subordinated indebtedness otherwise permitted under Sections 11.10 and 11.11, as applicable.
Exempted Affiliate Transaction means (i) Restricted Payments comprised of pro rata dividends paid in cash on any class of Equity Interests and made in compliance with this Indenture, (ii) transactions, at arms-length and as so set forth in a Board Resolution, between or among holders of any Equity Interest of any Subsidiary of the Company and such Subsidiary, so long as such holder is not otherwise an Affiliate of the Company, (iii) transactions between or among the Company, and its Subsidiaries, (iv) the Company or any of its Subsidiaries entering into or performing any employment agreement, stock option agreement or other agreement relating to the terms of employment, compensation or termination of employment in the ordinary course of business of the Company or such Subsidiary, (v) any contract, agreement, arrangement or transaction with any Affiliate in effect as of the Issue Date and any amendment, waiver, variation or other modification in respect of any such contract, agreement, arrangement or transaction so long as such amendment, waiver, variation or other modification is not disadvantageous to the Company and its Subsidiaries in any material respect, (vi) Restricted Payments and Investments permitted under Section 10.12, (vii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Subsidiaries, in the reasonable determination of the Company or Subsidiary, as the case may be, or are on terms no less favorable to the Company or the Subsidiary than those that could be obtained in a comparable arm's length transaction with an entity that is not an Affiliate or Principal and is in the best interests of the Company or the Subsidiary, and (viii) transactions with respect to network capacity or dark or lit communications fiber capacity or telecommunications conduit between the Company or any Subsidiary and any Unrestricted Subsidiary or other Affiliate and joint sales and marketing pursuant to an agreement or agreements between the Company or any Subsidiary and any Unrestricted Subsidiary or other Affiliate, provided that in the case of this clause (viii), such agreements are on terms that are no less favorable to the Company or the Subsidiary than those that could be obtained in an arm's-length transaction with an entity that is not an Affiliate or Principal and are in the best interests of the Compa...
Exempted Affiliate Transaction means (a) transactions solely between the Company and any of its Wholly-Owned Subsidiaries or solely among Wholly-Owned Subsidiaries of the Company, (b) transactions permitted under Section 4.3 hereof, (c) customary employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of Directors of the Company, (d) reasonable fees and compensation paid to, and indemnities to, and directors and officers and ERISA-based fiduciary liability insurance provided on behalf of, officers, directors, agents or employees of the Company or any of its Subsidiaries or the ESOP or any trustee thereof, in each case in the ordinary course of business and as determined in good faith by the Board of Directors of the Company and (e) any guaranty by the Company or any of its Subsidiaries of any Indebtedness of the Company and/or any Wholly-Owned Subsidiary of the Company (but not of any other Person).
Exempted Affiliate Transaction means (a) compensation, indemnification and other benefits paid or made available (x) pursuant to the employment agreements between the Company and members of its senior management, or (y) for or in connection with services actually rendered to the Company and comparable to those generally paid or made available by entities engaged in the same or similar businesses (including reimbursement or advancement of reasonable out-of-pocket expenses, directors' and officers' liability insurance and loans to officers, directors and employees (i) in the ordinary course of business and (ii) to purchase Holdings Common Stock in an amount not to exceed $1.0 million), (b) transactions, expenses and payments in connection with the Transactions, (c) any Restricted Payments or other payments or transactions expressly permitted under Section 1009, (d) payments to LGP for management services under the Management Agreement in an amount not to exceed $1.5 million in any fiscal year, plus reimbursement of reasonable out-of-pocket costs and expenses, (e) payments to LGP for reasonable and customary fees and expenses for financial advisory and investment banking services provided to the Company in connection with major financial transactions, and (f) transactions between or among the Company and its Subsidiaries or between or among Subsidiaries of the Company, provided that any ownership interest in any such Subsidiary which is not beneficially owned directly or indirectly by the Company or any of its Subsidiaries is not beneficially owned by an Affiliate of the Company other than by virtue of the direct or indirect ownership interest in such Subsidiary held (in the aggregate) by the Company and/or one or more of its Subsidiaries.