Common use of Limitation on Transactions with Related Persons Clause in Contracts

Limitation on Transactions with Related Persons. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with (a) any beneficial owner of 5% or more of the outstanding voting securities of the Company (determined in accordance with Section 13(d) of the Exchange Act) at the time of such transaction, (b) any officer, director or employee of the Company, or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company as described in clause (a) above or (c) any Related Person, unless such transaction or series of related transactions (A) is on terms that are no less favorable to the Company or any such Subsidiary, as the case may be, than would be available in a comparable transaction with an unrelated third party or (B)(x) if such transaction or series of related transactions involve aggregate payments in excess of $60,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction complies with clause (A) above and such transaction or series of related transactions is approved by a majority of the Independent Directors or (y) if such transaction or series of related transactions involve aggregate payments in excess of $1.0 million, the Company obtains an opinion as to the fairness to the Company or such Subsidiary from a financial point of view issued by an investment banking firm, appraisal firm or accounting firm, in each case of national standing. Notwithstanding the foregoing, the provisions of this Section 4.9 shall not apply to (i) any transaction entered into between the Company and its Subsidiaries (but excluding transactions with any Subsidiary of which more than 5% of the outstanding voting securities (as determined in accordance with Section 13(d) under the Exchange Act) are beneficially owned by Persons who are (a) officers, directors or employees of the Company or any of its Subsidiaries or any beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined in accordance with Section 13(d) under the Exchange Act) at the time of such transaction, (b) a beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined in accordance with Section 13(d) under the Exchange Act) or (c) Related Persons), (ii) the payment of compensation and provision of benefits to officers and employees of the Company and loans and advances made in the ordinary course of business, or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (including the grant of stock options or similar rights to officers, employees and directors of the Company or any Subsidiary) pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other benefit plans approved by a majority of the Independent Directors; any Designated Transactions and (iv) transactions with any Person who is a Director of the Company or any of its Subsidiaries and who is not (a) the beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined in accordance with Section 13(d) under the Exchange Act) or (b) an officer or employee of the Company or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company at the time of such transaction.

Limitation on Transactions with Related Persons. The Neither the Company shall notnor any of the Subsidiaries will (i) sell, and shall not permit lease, transfer or otherwise dispose of any of its Subsidiaries Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.10) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, enter into any transaction or series of related transactions an equity interest) (includinga "Related Person Transaction"), without limitation, the sale, purchase, exchange or lease of assets, property or services) with (a) any beneficial owner of 5% or more of the outstanding voting securities of the Company (determined in accordance with Section 13(d) of the Exchange Act) at the time of such transaction, (b) any officer, director or employee of the Company, or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company as described in clause (a) above or (c) any other than Related Person, unless such transaction or series of related transactions (A) is Person Transactions that are on terms that (which terms are in writing) no less favorable to the Company or any such a Subsidiary, as the case may beapplicable, than would could be available obtained in a comparable arm's length transaction with from an unrelated third party or (B)(x) unaffiliated party; provided that, if such transaction or series of related transactions involve aggregate payments in excess of $60,000, the Company delivers or any Subsidiary enters into a Related Person Transaction or s eries of Related Person Transactions involving or having an Officers' Certificate to the Trustee certifying that aggregate value of more than (i) $1.0 million, such transaction complies with clause (A) above and such transaction or series of related transactions is Related Person Transaction will have been approved by a majority of the Independent Directors or disinterested directors of the Company and (yii) if such transaction or series of related transactions involve aggregate payments in excess of $5.0 million ($1.0 millionmillion if there are no disinterested directors of the Company), the Company obtains an opinion as such Related Person Transaction will have been determined by a nationally recognized investment banking firm to the fairness be fair from a financial standpoint to the Company or such Subsidiary from a financial point of view issued by an investment banking firm, appraisal firm or accounting firm, in each case of national standingand its Subsidiaries. Notwithstanding anything to the contrary in the foregoing, the provisions of this Section 4.9 foregoing restrictions shall not apply to (i) any transaction entered into between Related Person Transactions that are approved by the Board of Directors of the Company and its Subsidiaries (but excluding transactions with any Subsidiary of which more than 5% such Subsidiary, if applicable, as in the best interests of the outstanding voting securities Company or such Subsidiary, which transactions together with all other Related Person Transactions in a related series involve or have an aggregate value not exceeding $1.0 million in each fiscal year; (as determined in accordance ii) fees and compensation paid to or agreements with Section 13(d) under the Exchange Act) are beneficially owned by Persons who are (a) officers, directors directors, employees or employees consultants of the Company or any of its Subsidiaries or any beneficial owner of 5% or more of the outstanding voting securities of the Company (Subsidiary in each case that are reasonable, as determined by the Board of Directors or senior management thereof in accordance with Section 13(d) under the Exchange Act) at the time of such transaction, (b) a beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined in accordance with Section 13(d) under the Exchange Act) or (c) Related Persons), (ii) the payment of compensation and provision of benefits to officers and employees of the Company and loans and advances made in the ordinary course of business, or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (including the grant of stock options or similar rights to officers, employees and directors of the Company or any Subsidiary) pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other benefit plans approved by a majority of the Independent Directorsgood faith; any Designated Transactions and (iviii) transactions with any Person who is a Director of the Company or any of its Subsidiaries and who is Restricted Payments that are not (a) the beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined in accordance with prohibited by Section 13(d) under the Exchange Act) or (b) an officer or employee of the Company or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company at the time of such transaction4.10.

Limitation on Transactions with Related Persons. The Neither the Company shall notnor any of the Subsidiaries will (i) sell, and shall not permit lease, transfer or otherwise dispose of any of its Subsidiaries Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments that do not breach the provisions of Section 4.11) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, enter into any transaction an equity interest) (a "Related Party Transaction"), unless (a) such Related Party Transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with (a) any beneficial owner of 5% or more of the outstanding voting securities of the Company (determined in accordance with Section 13(d) of the Exchange Act) at the time of such transaction, (b) any officer, director or employee of the Company, or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company as described in clause (a) above or (c) any associated Related Person, unless such transaction or series of related transactions (A) Party Transactions is on terms that are no less favorable to the Company or any such Subsidiary, as the case may be, than would those that could be available obtained in a comparable arm's length transaction with an unrelated third party or party, (B)(xb) if such transaction with respect to any Related Party Transaction or series of related transactions involve aggregate payments in excess of $60,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction complies with clause (A) above and such transaction or series of related transactions is approved by a majority of the Independent Directors or (y) if such transaction or series of related transactions involve associated Related Party Transactions involving aggregate payments in excess of $1.0 million, the Company obtains delivers, within 30 days of such Related Party Transaction or series of associated Related Party Transactions, an opinion as Officers' Certificate to the fairness Trustee certifying that such Related Party Transaction or series of associated Related Party Transactions complies with the immediately preceding clause (a), and (c) with respect to a Related Party Transaction or series of associated Related Party Transactions involving payments of $5.0 million or more, the Company delivers, within 30 days of such Related Party Transaction or series of associated Related Party Transactions, an Officers' Certificate to the Company Trustee certifying that (1) such Related Party Transaction or series of associated Related Party Transactions complies with clause (a) above and (2) such Subsidiary from Related Party Transaction or series of associated Related Party Transactions has been approved by a financial point majority of view issued by an investment banking firm, appraisal firm or accounting firm, in each case the independent directors of national standingthe Company. Notwithstanding anything to the contrary in the foregoing, the provisions of this Section 4.9 foregoing restrictions shall not apply to (iA) any transaction entered into between Related Party Transactions that are approved by the Board of Directors of the Company and its Subsidiaries (but excluding transactions with any Subsidiary of which more than 5% of such Subsidiary, if applicable, as in the outstanding voting securities (as determined in accordance with Section 13(d) under the Exchange Act) are beneficially owned by Persons who are (a) officers, directors or employees best interests of the Company or any of its Subsidiaries such Subsidiary, which transactions together with all other Related Party Transactions in a related series involve or any beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined have an aggregate value not exceeding $1.0 million in accordance with Section 13(d) under the Exchange Act) at the time of such transactioneach fiscal year, (bB) a beneficial owner of 5% fees and compensation paid to or more of the outstanding voting securities of the Company (as determined in accordance agreements with Section 13(d) under the Exchange Act) or (c) Related Persons), (ii) the payment of compensation and provision of benefits to officers and employees of the Company and loans and advances made in the ordinary course of business, or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (including the grant of stock options or similar rights to officers, directors, employees and directors or consultants of the Company or any Subsidiary, in each case that are Dailxx Xxxernational Inc.: Indenture -38- Execution Copy 45 reasonable, as determined by the Board of Directors or senior management thereof in good faith; (C) pursuant toEmployee Stock Repurchases, or the funding of, employment arrangements, stock options and stock ownership plans or other benefit plans approved by a majority of the Independent Directors; any Designated Transactions and (ivD) transactions with any Person who is a Director described under the heading "Certain Relationships and Related Transactions" in the Offering Circular of the Company or any of its Subsidiaries and who is not (a) dated August 14, 1997, relating to the beneficial owner of 5% or more issuance of the outstanding voting securities Securities, and (E) Restricted Payments that are not prohibited by the provision of the Company (as determined in accordance with Section 13(d) under the Exchange Act) or (b) an officer or employee of the Company or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company at the time of such transaction4.11.

Limitation on Transactions with Related Persons. The Neither the Company shall notnor any of the Subsidiaries will (i) sell, and shall not permit lease, transfer or otherwise dispose of any of its Subsidiaries Property to, (ii) purchase any property from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments that do not breach the provisions of Section 4.11) in, or (iv) enter into any contract or agreement with or for the benefit of, a Related Person of the Company or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, enter into any transaction an equity interest) (a "Related Party Transaction"), unless (a) such Related Party Transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with (a) any beneficial owner of 5% or more of the outstanding voting securities of the Company (determined in accordance with Section 13(d) of the Exchange Act) at the time of such transaction, (b) any officer, director or employee of the Company, or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company as described in clause (a) above or (c) any associated Related Person, unless such transaction or series of related transactions (A) Party Transactions is on terms that are no less favorable to the Company or any such Subsidiary, as the case may be, than would those that could be available obtained in a comparable arm's length transaction with an unrelated third party or party, (B)(xb) if such transaction with respect to any Related Party Transaction or series of related transactions involve aggregate payments in excess of $60,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction complies with clause (A) above and such transaction or series of related transactions is approved by a majority of the Independent Directors or (y) if such transaction or series of related transactions involve associated Related Party Transactions involving aggregate payments in excess of $1.0 million, the Company obtains delivers, within 30 days of such Related Party Transaction or series of associated Related Party Transactions, an opinion as Officers' Certificate to the fairness Trustee certifying that such Related Party Transaction or series of associated Related Party Transactions complies with the immediately preceding clause (a), and (c) with respect to a Related Party Transaction or series of associated Related Party Transactions involving payments of $5.0 million or more, the Company delivers, within 30 days of such Related Party Transaction or series of associated Related Party Transactions, an Officers' Certificate to the Company Trustee certifying that (1) such Related Party Transaction or series of associated Related Party Transactions complies with clause (a) above and (2) such Subsidiary from Related Party Transaction or series of associated Related Party Transactions has been approved by a financial point majority of view issued by an investment banking firm, appraisal firm or accounting firm, in each case the independent directors of national standingthe Company. Notwithstanding anything to the contrary in the foregoing, the provisions of this Section 4.9 foregoing restrictions shall not apply to (iA) any transaction entered into between Related Party Transactions that are approved by the Board of Directors of the Company and its Subsidiaries (but excluding transactions with any Subsidiary of which more than 5% of such Subsidiary, if applicable, as in the outstanding voting securities (as determined in accordance with Section 13(d) under the Exchange Act) are beneficially owned by Persons who are (a) officers, directors or employees best interests of the Company or any of its Subsidiaries such Subsidiary, which transactions together with all other Related Party Transactions in a related series involve or any beneficial owner of 5% or more of the outstanding voting securities of the Company (as determined have an aggregate value not exceeding $1.0 million in accordance with Section 13(d) under the Exchange Act) at the time of such transactioneach fiscal year, (bB) a beneficial owner of 5% fees and compensation paid to or more of the outstanding voting securities of the Company (as determined in accordance agreements with Section 13(d) under the Exchange Act) or (c) Related Persons), (ii) the payment of compensation and provision of benefits to officers and employees of the Company and loans and advances made in the ordinary course of business, or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (including the grant of stock options or similar rights to officers, directors, employees and directors or consultants of the Company or any Subsidiary, in each case that are reasonable, as determined by the Board of Directors or senior management thereof in good faith; (C) pursuant toEmployee Stock Repurchases, or the funding of, employment arrangements, stock options and stock ownership plans or other benefit plans approved by a majority of the Independent Directors; any Designated Transactions and (ivD) transactions with any Person who is a Director described under the heading "Certain Relationships and Related Transactions" in the Offering Circular of the Company or any of its Subsidiaries and who is not (a) dated August 14, 1997, relating to the beneficial owner of 5% or more issuance of the outstanding voting securities Securities, and (E) Restricted Payments that are not prohibited by the provision of the Company (as determined in accordance with Section 13(d) under the Exchange Act) or (b) an officer or employee of the Company or any of its Subsidiaries or any such beneficial owner of 5% or more of the outstanding voting securities of the Company at the time of such transaction4.11.