The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Company, any Restricted Subsidiary and, in the case of a Restricted Subsidiary, the Company or any other Restricted Subsidiary) other than upon fair and reasonable terms not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, except (i) agreements and transactions with and payments to officers, directors and shareholders that are either (A) entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement, or (B) entered into outside the ordinary course of business, approved by the directors or equity holders of the Company, and not prohibited by any of the other provisions of this Agreement or in violation of any law, rule or regulation, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans and the granting and stockholder rights of registration rights approved by the Company, (iii) the Company or any Restricted Subsidiary may enter into any indemnification agreement or any similar arrangement with directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business and may pay fees and indemnities to directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business, (iv) (A) any purchase by the Company of Equity Interests of the Company or any contribution by the Company to the equity capital of the Company and (B) any acquisition of Equity Interests of the Company and any contribution by any equity holder of the Company to the equity capital of Company, (v) Restricted Payments permitted by Section 5.02(d) and Investments permitted by Section 5.02(e), (vi) the Transactions and (vii) the incurrence of intercompany Indebtedness permitted by Section 5.02(b).