Affiliated Transaction definition

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Affiliated Transaction has the meaning set forth in Section 3.17.

Affiliated Transaction means any proposed merger or consolidation with, purchase of an equity interest in, or purchase of assets other than in the ordinary course of business from an Affiliate, and which transaction has an aggregate value exceeding $10 million; provided, however, that any such merger, consolidation, or purchase which constitutes a "Permitted Acquisition" under the Amended and Restated Shareholder Agreement between the Corporation and PepsiCo, Inc., dated as of November 30, 2000 (as it may be amended from time to time, the "Shareholders Agreement"), shall not constitute an Affiliated Transaction for purposes of this Article III, Section 2.

Examples of Affiliated Transaction in a sentence

Without the approval of a majority of the Disinterested Directors, Investor shall not, and shall not permit any of the Investor Parties to, engage in any Affiliated Transaction.
For the avoidance of doubt, action by a member of the board of directors of the Borrower or management of the Borrower, by a member thereof, in their capacity as such person, which person is also an Affiliate shall not be deemed an Affiliated Transaction.
Any Committee member that is not an Eligible ATC Director shall recuse himself or herself from the discussions, deliberation and voting of such Affiliated Transaction and making of a recommendation to the Board.
The chairman of the Affiliated Transaction Committee shall be an INED.
Any Committee member that will deliberate and make a recommendation to the Board on an Affiliated Transaction must (i) not, and for the past five years has not been, an officer, director or employee of the Affiliated Transaction Affiliate; and (ii) not own any equity or other ownership interest, directly or indirectly, in the Affiliated Transaction Affiliate (referred to as an “Eligible ATC Director”).

More Definitions of Affiliated Transaction

Affiliated Transaction means (i) any transaction or series of related transactions, directly or indirectly, between the Company or any Subsidiary of the Company, on the one hand, and any of the Investor Parties, on the other hand, or (ii) without limiting the Company’s obligation to comply with Sections 1.5 and 1.6 hereof, with respect to the purchase or sale of Common Stock by any of the Investor Parties, any waiver of any limitation or restriction with respect to such purchase or sale in the Charter or the Transaction Documents, including any exemption from the Ownership Limit (as defined in the Charter); provided, however, that none of the following shall constitute an Affiliated Transaction:

Affiliated Transaction means any transaction or series of related transactions, directly or indirectly between the Company, any Company Subsidiary, or another other controlled Affiliates of the Company or any Company Subsidiary on the one hand, and any Investor or any Affiliate of an Investor or any Associated Person of any Investor (except for, in the case of Affiliates and Associated Persons (as defined in the Exchange Act), the Company or any Company Subsidiary), on the other hand, that have a fair market value in excess of $2,000,000; provided that none of the following shall constitute an Affiliated Transaction:

Affiliated Transaction the term “Affiliate” refers to (i) a person or entity that holds 5% or more of the stock, equity or other ownership interests of the Company; (ii) any other entity in which such stockholder has more than 50% of the voting power in the election of directors or in which it has the power to elect a majority of that entity’s board of directors; (iii) any entity controlled directly or indirectly by such Affiliate; and (iv) Red1;

Affiliated Transaction means: a. any merger or consolidation between the Company and any Affiliate;

Affiliated Transaction means (i) any transaction or series of related transactions,

Affiliated Transaction means one or more Reservations by a Customer on the Viator Marketplace, on behalf of one or more travelers in a single travel itinerary, that originate from a click of a Travel Product Link on the Partner Site (such click need not be on the Viator Product that is subsequently booked on the Viator Marketplace) within the validity period of thirty (30) days of a cookie being placed on the Customer’s device after visiting the Partner Site.

Affiliated Transaction means any activity and/or transaction conducted by a Public Company or a Controlled Company with Affiliates of the Public Company or Affiliates of members of the board of directors, members of the board of commissioners, major shareholders, or controllers, including any activity and/or transaction conducted by a Public Company or a Controlled Company for the benefit of Affiliates of the Public Company or Affiliates of members of the board of directors, members of the board of commissioners, major shareholders, or controllers.