Interested Transactions definition

Interested Transactions means to:

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Interested Transactions means transactions where Beneficiary Consent under this Agreement is required concerning the compensation of the Managing Trustee or any of its Affiliates, the extension of the term of the Trust, or regarding any transaction between the Trust and the Managing Trustee or its Affiliates; provided, however, that the foregoing voting restrictions shall not relate to any votes concerning the withdrawal or removal of the Managing Trustee, which votes are not subject to such voting restrictions.

Interested Transactions shall have the meaning set forth in Section 10(c)(ii).

Examples of Interested Transactions in a sentence

• Interested Transactions is any transaction, arrangement relationship or series of similar transactions, arrangements or relationships including the occurrence or issuance of any indebtedness (or the guaranty of any indebtedness) in which (i) the aggregate amount involved will or may be reasonably expected to exceed $250,000 in any calendar year, (ii) the Company or any of its subsidiaries is a participant, and (iii) any Related Party has or will have any direct or indirect interest.

• Where CRG has an ownership interest in any companies or organizations with whom the Company directly engages in business relationships ("Interested Transactions") CRG undertakes to disclose such relationships in writing to the corporate governance officer of the Company or another duly authorized officer of the Company.

• As a result of the Offer and the approval of the proposed amendments to the Partnership Agreement, Parent will be in a position after the Offer to influence substantially all significant matters affecting the Partnership (except for Interested Transactions (as defined herein)) that require the consent of Limited Partners holding a majority of the Units.

• INDEMNIFICATION 52 14.1 General 52 14.2 Exculpation 53 14.3 Persons Entitled to Indemnity 53 14.4 Procedure Agreements 54 14.5 Duties of Board of Managers 54 14.6 Interested Transactions 54 14.7 Fiduciary and Other Duties 54 15.

• No amendment or repeal of this Section 8.1 or 8.2 (Interested Transactions) shall apply to or have any effect on the liability or alleged liability of any officer, Executive Committee member, employee or Member of the Company for or with respect to any opportunities of which such officer, Executive Committee member, employee, or Member becomes aware prior to such amendment or repeal.

• He has been a member and Chairman of the Independent Committee for Review of Interested Transactions (the “Independent Committee”) since July 2003.

• Stock 8 3.2 Authority and Capacity 8 3.3 Absence of Conflicting Agreements or Required Consents 8 3.4 Interested Transactions 9 3.5 Securities Representations 9 3.6 Organization, Authority and Capacity 9 3.7 Authorization and Validity 9 3.8 Absence of Conflicting Agreements or Required Consents 10 3.9 Governing Documents of Sellers 10 3.10 Predecessors 10 3.11 Financial Statements 10 3.12 Absence of Changes 10 3.13 No Undisclosed Liabilities 12 3.14 Litigation, Etc.

• INDEMNIFICATION 49 14.1 General 49 14.2 Exculpation 50 14.3 Persons Entitled to Indemnity 50 14.4 Procedure Agreements 50 14.5 Duties of Board of Managers 50 14.6 Interested Transactions 51 14.7 Fiduciary and Other Duties 51 15.

• The Company shall not enter into any Interested Transactions (as herein defined) with the Management Shareholders or Affiliates (as herein defined) without NRC's prior written consent, which may be withheld in the sole discretion of NRC.

• POLICIES WITH RESPECT TO CONFLICTS OF INTEREST As discussed above under "Effects of the Proposed Amendments," the proposed Amendments to the Partnership Agreement require decisions regarding Interested Transactions to be determined by a majority of the disinterested Limited Partners who vote on the matter.

More Definitions of Interested Transactions

Interested Transactions. Each director who has, directly or indirectly, a material interest of which he or she is aware in a transaction entered into or proposed to be entered into by New Holdco which to a material extent conflicts or may conflict with the interests of New Holdco, shall disclose to New Holdco the nature and extent of his or her interest. Such director may be counted in the quorum of any Board meeting at which the conflicted transaction is considered, but cannot cast a vote in respect of the matter.

Interested Transactions means any interested or self-dealing transactions by, between and among any officers, directors, employees and option holders of the Company and their respective Affiliates with the Company or its Affiliates, including, without limitation, transactions covered by Section 10-2A-63 of the Code of Alabama, transactions and conflicting interests described in Division F of Article 8 of the new Alabama Business Corporation Act to become effective January 1, 1995 (including, without limitation, Section 8.60 thereof and any similar sections) and any other transactions, agreements or actions by, between and among the officers, directors, shareholders and employees of the Company (or their respective Affiliates or relatives) with the Company or with any Affiliates of the Company except NRC. A transaction that is otherwise defined herein as an "Interested Transaction" shall not lose its status as an Interested Transaction simply because the Company or its Board of Directors met any applicable standards of conduct or procedures set forth in the current Alabama Business Corporation Act or the Alabama Business Corporation Act to be effective January 1, 1995. Interested Transactions shall not include any transactions between the Company or its Affiliates with NRC or its Affiliates, such as the Software Design Contract.

Interested Transactions shall have the following meanings: