Transactions with Sample Clauses

Transactions with. Affiliates The Borrower will conduct, and will cause the Restricted Subsidiaries to conduct, all transactions with any of its or their respective Affiliates (other than (x) any transaction or series of related transactions with an aggregate value that is equal to or less than $25,000,000 or (y) transactions between or among (i) the Borrower and the Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transactions and (ii) the Borrower, the Restricted Subsidiaries and to the extent in the ordinary course or consistent with past practice, Holdings) on terms that are, taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate (as determined in good faith by the Borrower); provided that the foregoing restrictions shall not apply to: (a) transactions permitted by Section 10 (other than Section 10.6(m) and any provision of Section 10 permitting transactions by reference to Section 9.9), (b) the Transactions and the payment of the Transaction Expenses, (c) the issuance of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) to the management of the Borrower (or any direct or indirect parent thereof) or any Subsidiary of the Borrower in connection with the Transactions or pursuant to arrangements described in clause (e) of this Section 9.9, (d) loans, advances and other transactions between or among the Borrower, any Subsidiary of the Borrower or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary of the Borrower has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or such Subsidiary’s Subsidiary ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (e) (i) employment, consulting and severance arrangements between the Borrower and the Restricted Subsidiaries (or any direct or indirect parent of the Borrower) and their respective officers, employees, directors or consultants in the ordinary course of business (including payments, loans and advances in connection therewith) and (ii) issuances of securities, or other payments, awards or grants in cash, securities or otherwise and other transactions pursuant to any equityholder, employee or director equity plan or stock or other equity opti...
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Transactions with. Affiliates The Guarantor shall ensure that no member of the Group shall, directly or indirectly, pay any funds to or for the account of, make any investment in (whether by acquisition of shares or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Indebtedness for Borrowed Money, or otherwise), sell, lease, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate Provided that the foregoing shall not prohibit: (a) the Guarantor declaring or making a dividend or other distribution Provided that no Event of Default or Potential Event of Default occurs and is continuing upon the declaring or making of such dividend or distribution; (b) any member of the Group entering into any sale, lease or purchase with any Affiliate and, in connection therewith, extending credit or making payments; (c) any member of the Group making payments for services rendered by any Affiliate; (d) any member of the Group participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if such sales, purchases or leases are made or such services are rendered or such member of the Group participates in the ordinary course of its business and in the aggregate during each financial year of the Guarantor, the terms and conditions of all such sales, purchases, leases, rendered services and participations are not materially less favourable to the similar transactions with persons who are not Affiliates; (e) any member of the Group making payments with respect to any Indebtedness for Borrowed Money of such member of the Group to any Affiliate if the terms of such Indebtedness for Borrowed Money are substantially as favourable as the terms which could have been obtained at the time of the creation of such Indebtedness for Borrowed Money from a lender who was not an Affiliate.
Sample 1
Transactions with. The Company will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties and (b) transactions between or among the Company and its Subsidiaries not involving any other Affiliate, unless such transaction complies with the requirements of clause (a) of this Section 7.05 as to such other Affiliate. . The Company will not, and will not permit any Subsidiary to, directly or ts indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary (a) to pay dividends or other distributions with respect to any shares of its capital stock, (b) to make or repay loans or advances to the Company or any other Subsidiary or (c) to transfer any of its property or assets to the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to any Person, or the property or assets of such Person, acquired by the Company or any Subsidiary and existing at the time of such acquisition (or by any extension, renewal, replacement, refinancing, modification or restatement of any such agreement, so long as it does not impose any more restrictive restriction or condition), which restrictions or conditions (A) are not applicable to any Person or the property or assets of any Person other than the Person or the property or assets of such Person so acquired and (B) were not put in place in anticipation of such acquisition and (iv) the foregoing clause (c) shall not apply to restrictions and conditions arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset...
Sample 1
Transactions with. A.ffthates. ....... ........... ........ ....... ................. .........., ....... ......... 22
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Transactions with. Affiliates None of the Borrower or any of the Subsidiaries willshall enter into or cause or permit to exist, directly or indirectly, any arrangement, transaction or contract (including for the purchase, lease or exchange of property or the rendering of services) with any of its Affiliates, except for (a) transactions that are in the ordinary course of the Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to the Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) compensation arrangements for officers or directors approved by the Borrower’s board of directors or a duly authorized committee thereof, and (d) Permitted Subordinated Indebtedness or equity investments by the Borrower’s investors in the BorrowerBoard of Directors.
Sample 1
Transactions with. Affiliates If the Operator engages an Affiliate of either Participant to provide services hereunder or to perform any of the obligations of the Operator, it shall do so on terms no more favourable to the Affiliate than would be the case with an unrelated person in an arm's length transaction provided that arrangements with Affiliates consistent with the Management Services Agreement presently in existence between Freeport-McMoRan Inc. and PT-FI or between FCX and PT-FI, and substitute arrangements no more onerous to PT-FI, shall not constitute a violation of the foregoing.
Sample 1
Transactions with. Affiliates The Original Borrower shall (i) ensure that it shall not and (ii) procure (to the extent that it is able) that no Material Subsidiary shall enter into any transactions or series of transactions with any affiliate, other than to a member of the Borrower Group except on terms and conditions not substantially less favourable than would be obtainable at such time in a comparable arm's length transaction with a person other than an affiliate. 26.3 Covenants relating to the Parent (a) Change of Business of the Group The Parent shall ensure that no substantial change is made to the general nature or scope of the business of the Group (being the provision of telecommunications services and related business and including, for the avoidance of doubt and without limitation, internet and internet connection services).
Sample 1
Transactions with. Affiliates Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to: (a) a transaction between or among the Loan Parties; (b) dividends may be paid to the extent provided in Section 7.06; (c) loans may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections 7.02, 7.03 and 7.04; (d) customary fees, indemnities and reimbursements may be paid to non-officer directors of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may enter into, and may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of the Borrower and its Subsidiaries in the ordinary course of business; (f) Subsidiaries of the Borrower may pay management fees, licensing fees and similar fees to the Borrower or to any wholly-owned domestic Subsidiary of the Borrower that is a Guarantor; and (g) The Borrower may pay management fees to Tengram Capital Management L.P. in the ordinary course of business and consistent with prior practices.
Sample 1
Transactions with. AFFILIATES Borrower shall not, and shall not permit any Subsidiary (other than an Unrestricted Subsidiary) to, directly or indirectly, enter into any transaction or series of transactions after the Original Effectiveness Date whether or not in the ordinary course of business, with any Affiliate other than on terms and conditions substantially as favorable to Borrower or such Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in a comparable arm's- length transaction with a Person other than an Affiliate; PROVIDED, HOWEVER, that the foregoing restrictions shall not apply to (i) employment arrangements entered into in the ordinary course of business with officers of Borrower or any Subsidiary, (ii) customary fees paid to members of the Board of Directors of Borrower and of any Subsidiary and (iii) all transactions (x) between or among Borrower and one or more Wholly-Owned Subsidiaries or (y) between or among any Wholly-Owned Subsidiary and one or more other Wholly- Owned Subsidiaries.
Sample 1

Related to Transactions with

  • Transactions with Insiders So long as the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 9(r) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • Transactions with Certain Persons Except as set forth on Schedule --------------------------------- 5.22, no officer, director or employee of the Company, nor any member of any such person's immediate family, is presently a party to any transaction with the Company, including without limitation, any contract, agreement or other arrangement(1) providing for the furnishing of services by, (2) providing for the rental of real or personal property from, or (3) otherwise requiring payments to (other than for services as officers, directors or employees of the Company ) any such person or corporation, partnership, trust or other entity in which any such person has an interest as a shareholder, officer, director, trustee or partner.

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • Transactions with Related Persons Directly or indirectly enter into any transaction with or for the benefit of a Related Person on terms more favorable to the Related Person than would have been obtainable in an “arms’ length” dealing.

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.