Permitted Affiliate Transaction means any contract, agreement, arrangement or transaction entered into by the Company or any of its Subsidiaries in the Ordinary Course of Business with any Affiliate of any such Person as part of an employment relationship or pursuant to the Stock Option Plan.
Permitted Affiliate Transaction means:
Permitted Affiliate Transaction. As defined in Section 24.1.12. Person: Any individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity.
Examples of Permitted Affiliate Transaction in a sentence
The costs of any transaction with an “Affiliated Party” (as such term is defined in Art.23) will not be considered Direct Costs unless such transaction is a Permitted Affiliate Transaction (see Art.
However, the Contractor may request DRMS approval for a Permitted Affiliate Transaction at any time after award.
The Company shall not enter into any transaction or agreements for the sale of capacity, net electrical output, or ancillary and system services with an Affiliate other than a Permitted Affiliate Transaction.
More Definitions of Permitted Affiliate Transaction
Permitted Affiliate Transaction means (i) any Affiliate Transaction that is consummated in good faith on terms that are no less favorable to the Company or the relevant Subsidiary of the Company than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated person that has been approved by a majority of the members of the Board of Directors who do not have any direct or indirect interest in, and are not Affiliated with any Person that has a direct or indirect interest in, such Affiliate Transaction, (ii) subject to Section 2.5(a)(i), any employment agreement, including the Executive Employment Agreements, entered into by the Company or any of its Subsidiaries in the ordinary course of business with the approval of the Board of Directors of the Company, (iii) transactions between or among the Company and/or its wholly owned Subsidiaries, (iv) a one-time transaction fee and an annual monitoring fee, each payable to GSCP and Onex, or their respective Affiliates, in amounts to be agreed upon by GSCP, Onex and the Company, (v) reasonable directors’ fees, provided that Onex Directors who are employed by Onex or by an Affiliate of Onex, GSCP Directors who are employed by GSCP or by an Affiliate of GSCP, and the Management Director, shall receive no compensation for service as directors (other than coverage under a directors’ and officers’ insurance policy maintained by the Company, and reimbursements for reasonable and customary out-of-pocket expenses incurred in the performance of a director’s duties, (vi) payments to directors and officers of the Company or any of its Subsidiaries pursuant to customary rights of indemnification provided in the bylaws or other charter documents of, or indemnification agreements with, the Company or any of its Subsidiaries, as the case may be; provided that such indemnification is otherwise consistent with applicable law, (vii) entering into, and making payments under, the Onex Subscription Agreement, the GSCP Subscription Agreement, the Management Subscription Agreements, the Debt Agreements and the agreements related thereto, the Management Subscription Agreement, and (viii) any transactions involving the Company or any of its Subsidiaries, on the one hand, and (x) any nationally recognized commercial or investment bank or any of its Affiliates, on the other hand, in connection with the transactions contemplated by the Purchase Agreement, the execution of the Debt Agreements and any amendment, modifica...
Permitted Affiliate Transaction means any of the following: (a) the Management Agreement and payments (including the issuance of equity) required to be made pursuant to the Management Agreement (as in effect on the Initial Issue Date); (b) any Affiliate Transaction pursuant to the terms of any agreement or other arrangement in effect as of the Subscription Agreement Date or contemplated as of the Subscription Agreement Date to be entered into and set forth on Schedule D to the Subscription Agreements, or any amendment thereto (so long as any such amendment, taken as a whole, is no less favorable in any material respect to the Company or its Subsidiaries than the agreement in effect on the Subscription Agreement Date; provided, that if such amendment relates to any arrangement or agreement with a value in excess of $3,000,000, then such amendment shall be approved by a majority of the disinterested Independent Directors); (c) the payment or issuance, as applicable, of customary fees and out-of-pocket costs and compensation (including salaries, bonuses and Equity Interests (provided, that such Equity Interests shall be issued in accordance with clause (a) of the definition of Permitted Subsidiary Equity Issuance )) paid to, and reimbursement of expenses and indemnities provided on behalf of, officers, directors or employees of the Company or any Subsidiary that are not Persons described in the definition of the Manager Group (unless pursuant to part (a) hereof); and (d) an agreement or arrangement with any Person acquired (by merger or otherwise) by the Company or any Subsidiary of the Company to the extent (i) such agreement or arrangement was existing at the time of such merger, acquisition or other purchase and not entered into in contemplation of, or in connection with, such merger, acquisition or other purchase, (ii) such merger, acquisition or other purchase of such Person is otherwise permitted under this Certificate of Designations (including without limitation Section 8(a)(iii)), (iii) such agreement or arrangement is otherwise permitted under this Certificate of Designations and (iv) such merger, acquisition or other purchase does not violate, conflict or give rise to any additional rights or liabilities under such agreement or arrangement.
Permitted Affiliate Transaction shall have the meaning specified in Section 2.6.
Permitted Affiliate Transaction has the meaning ascribed to such term in Section 8.2(e).
Permitted Affiliate Transaction means any agreement or arrangement solely between or among Loan Parties and Subsidiaries that are not Loan Parties relating to the disposition of inventory or service arrangements (including contract manufacturing services, licensing of technology, contract engineering services, contract product development services, management services, and back office support services) in the Ordinary Course of Business.
Permitted Affiliate Transaction means (i) up to U.S.$2,000,000 in any calendar year in aggregate payments (including out of pocket costs and expenses) under the Management Agreement and/or the Technical Assistance Contract or any amendment or renewal to either of them, and (ii) up to U.S.$1,000,000 in any calendar year in aggregate payments under the Construction Contract; provided that no Default with respect to the Company's payment of principal of or interest on the Debt Securities of any series shall have occurred and be continuing.
Permitted Affiliate Transaction. As defined in Section 24.1.12.