Common use of Affiliated Transactions Clause in Contracts

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer or key employee of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key employee, shall be conducted on an arm's-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Golden Sky Systems Inc), Stock Purchase Agreement (Golden Sky Systems Inc)

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Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee, director or key employee stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or stockholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofa Preferred Majority.

Appears in 2 contracts

Samples: Stockholders Agreement (Quanterix Corp), Stockholders Agreement (Quanterix Corp)

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer or key employee officer, employee, director, shareholder of the Company or persons controlling, controlling or controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or shareholder shall be conducted on an arm'sarm’s-length basis, basis and shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofpersons.

Appears in 1 contract

Samples: Shareholders Agreement (Haights Cross Communications Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder or any Subsidiary and any officer officer, Key Employee, director or key employee shareholder of the Company or persons controlling, any Subsidiary or Persons controlled by, under common control with by or otherwise affiliated with the Founder such officer, Key Employee, director or such officer or key employeeshareholder, shall be conducted on an arm'sarms-length basis, shall be on terms and conditions no less favorable to the Company or Subsidiary than could be obtained from nonrelated persons non-related Persons and shall be approved in advance by the a majority of disinterested members of the Board of Directors after full disclosure of the terms thereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Preferred Networks Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee, director or key employee stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or stockholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofan Investor Majority Interest.

Appears in 1 contract

Samples: Stockholders Agreement (Ign Entertainment Inc)

Affiliated Transactions. All transactions by and between the ----------------------- Company and the Founder and any officer officer, Key Employee, director or key employee stockholder of the Company or persons controlling, Persons controlled by, under common control with by or otherwise affiliated with the Founder such officer, Key Employee, director or such officer or key employeestockholder, shall be conducted on an arm's-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons unrelated Persons and shall be approved in advance by the a majority of disinterested members Directors of the Board of Directors Company after full disclosure of the terms thereof.

Appears in 1 contract

Samples: Series H Preferred Stock Purchase Agreement (Avery Communications Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder or its Subsidiaries and any officer officer, employee or key employee stockholder of the Company or its Subsidiaries or persons controlling, controlled by, under common control with by or otherwise affiliated with the Founder such officer, employee or such officer or key employeestockholder, shall be conducted on an arm'sarms-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons basis and shall be approved in advance by a majority of the disinterested members of the Board of Directors of the Company after full disclosure of the terms thereof.

Appears in 1 contract

Samples: Investor Rights Agreement (Xanodyne Pharmaceuticals Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee, director or key employee equityholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or equityholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofa Majority Interest.

Appears in 1 contract

Samples: Note Purchase Agreement (Groen Brothers Aviation Inc /Ut/)

Affiliated Transactions. All transactions by and between the Company and the Founder ----------------------- and any officer officer, Founder, director or key employee shareholder of the Company or persons controlling, Persons controlled by, under common control with by or otherwise affiliated with the Founder such officer, Founder, director or such officer or key employeeshareholder, other than transactions in their capacity as such, shall be conducted on an arm'sarms-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons Persons and shall be unanimously approved in advance by the disinterested members Directors of the Board of Directors Company after full disclosure of the terms thereof.

Appears in 1 contract

Samples: Rights Agreement (Autoweb Com Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee, director or key employee stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or stockholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofpersons.

Appears in 1 contract

Samples: Investor Rights Agreement (Xtera Communications, Inc.)

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Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee or key employee stockholder of the Company or persons controlling, controlled by, under common control with by or otherwise affiliated with the Founder such officer, employee or such officer or key employeestockholder, shall be conducted on an arm'sarms-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated unrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereof, for which purpose the interested party, if a Director, and any affiliate of the interested party who is a Director, shall not be entitled to vote.

Appears in 1 contract

Samples: Rights Agreement (Aclara Biosciences Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee, director or key employee stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or stockholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated non-related persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofa Majority Interest.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ign Entertainment Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee, director or key employee stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or stockholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members Board of Directors, including at least two of the Board of Preferred Directors after full disclosure of (or, if such transaction is between the terms thereofCompany and a Preferred Director or its Affiliates, the other Preferred Directors).

Appears in 1 contract

Samples: Stockholders Agreement (908 Devices Inc.)

Affiliated Transactions. (a) All transactions by and between the Company and the Founder and any officer officer, employee, director, or key employee stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director, or stockholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofInvestor.

Appears in 1 contract

Samples: Stockholders’ Agreement (Us Xpress Enterprises Inc)

Affiliated Transactions. All transactions by and between the Company and the Founder and any officer officer, employee, director or key employee stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with the Founder or such officer or key officer, employee, director or stockholder shall be conducted on an arm'sarm’s-length basis, shall be on terms and conditions no less favorable to the Company than could be obtained from nonrelated persons and shall be approved in advance by the disinterested members of the Board of Directors after full disclosure of the terms thereofSeries A-B Directors.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Hubspot Inc)

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