Common use of Affiliate and Employee Loans and Transactions Clause in Contracts

Affiliate and Employee Loans and Transactions. Borrower shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of Borrower's Stock, or any warrant, option or other right to acquire Shares of Borrower's Stock, or any securities convertible into Borrower's Stock to, any of its Affiliates; PROVIDED, that (a) Borrower may issue shares of Borrower's Stock, or any warrant, option or other right to acquire shares of Borrower's Stock, or any security convertible into Borrower's Stock, to any Affiliate (including, without limitation, to Ramsay Affiliates in exchange for Series 1997-A Preferred Stock, Series B Bridge Notes and/or the Ramsay Subordinated Note) on terms that are no less favorable to Borrower than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of Borrower; (b) Borrower's Subsidiaries may make Restricted Payments to the extent permitted under SECTION 6.15; (c) the Credit Parties may pay salary and wages and provide stock options and other executive compensation to its executive officers, to the extent approved by Borrower's Board of Directors or the compensation committee thereof; (d) Borrower may pay reasonable and customary directors' fees to its directors; (e) the Credit Parties may pay reasonable legal fees and reasonable out-of-pocket expenses to Haytxx & Xurlxx xxx services rendered; (f) the Credit Parties may engage in other transactions between or among Credit Parties that are specifically permitted by SECTION 6.02; and (g) RMCI may pay the balance of the sums due to Petex X. Xxxxx xxx the sums due to Luis X. Xxxella referenced in paragraph 12 of Schedule 6.05 of the Original Credit Agreement after such time as (i) the $2,500,000 figure included in clause (b) of the definition of Borrowing Base shall have reduced to zero upon the application of Net Cash Proceeds of one or more issuances of Stock by Borrower pursuant to SECTIONS 1.02(E)(II) and (F); the $9,000,000 figure included in the definition of Revolving Credit Commitments shall have reduced to $5,500,000 upon the application of such Net Cash Proceeds; and (iii) no Default or Event of Default shall have occurred and be continuing. Set forth in SCHEDULE 6.05 is a list of all such lending, borrowing or other commercial transactions existing or outstanding as of the Effective Date. Notwithstanding the foregoing or any other provision of this Agreement, the Credit Parties shall not pay bonuses to Luis Xxxxxx, Xxmbxxxx Xxxxxx xx Carox X. Xxxx xxxil all Obligations have been paid in full.

Affiliate and Employee Loans and Transactions. Borrower The Company --------------------------------------------- shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with with, or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of Borrower's Stock, or any warrant, option or other right to acquire Shares of Borrower's Stock, or any securities convertible into Borrower's Stock to, any of its Affiliates; PROVIDED, that (a) Borrower may issue shares of Borrowerthe Company's Stock, or any warrant, option or other right to acquire shares of Borrowerthe Company's Stock, or any security securities convertible into Borrowerthe Company's Stock, to, any of its Affiliates; provided, that (a) the Company may borrow money from Ramsay Affiliates, provided -------- that the Indebtedness owed to any such Ramsay Affiliate is Subordinated Indebtedness meeting the requirements of the Senior Credit Agreement, and repay such Subordinated Indebtedness in accordance with the terms thereof (includingincluding the subordination provisions); (b) the Company and its Subsidiaries may engage in commercial transactions (including transfers of assets and lending or borrowing transactions) between or among the Company and its Subsidiaries (other than Permitted Joint Ventures and RMCI); (c) the Company and its Subsidiaries may engage in lending or borrowing transactions with RMCI provided that, without limitationprior to the Revolving Credit Commitment Adjustment Date, such transactions do not cause the intercompany accounts due to Ramsay Affiliates the Company from RMCI to exceed $14,500,000 at any time; (d) the Company and its Subsidiaries may engage in exchange for Series 1997-A Preferred Stocklending or borrowing transactions with TCV to the extent that such transactions do not cause the intercompany account due to the Company from TCV to exceed $10,100,000 at any time; (e) the Company and its Subsidiaries may make Investments in Permitted Joint Ventures to the extent permitted by Section 7.03(e) and, Series B Bridge Notes and/or additionally, may provide legal, accounting, insurance and other shared services to the Ramsay Subordinated Note) Permitted Joint Ventures of the types provided on the Closing Date and may lease Real Property to the Permitted Joint Ventures, all on terms that are no less favorable to Borrower the Company and its Subsidiaries than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of Borrowerthe Company or such Subsidiary; (bf) Borrowerthe Permitted Joint Ventures may engage in commercial transactions with their Subsidiaries on terms that are no less favorable to the Permitted Joint Ventures than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of such Permitted Joint Venture; (g) the Company and its Subsidiaries may extend loans to their respective officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $1,000,000, other than loans to officers or directors to whom any other amount is due by the Company or any of its Subsidiaries that is not permitted to be paid to such officer or director by virtue of this Section 7.05, unless such loan is for a business ------------ purpose of the Company or such Subsidiary that is unrelated to the circumstances of the other amount due to such officer or director; (h) the Company may issue shares of the Company's Stock, or any warrant, option or other right to acquire shares of the Company's Stock, or any security convertible into the Company's Stock, to any Affiliate on terms that are no less favorable to the Company than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of the Company; (i) the Company and its Subsidiaries may make Restricted Payments to the extent permitted under SECTION 6.15Section 7.12; (cj) the Credit Parties Company ------------ and its Subsidiaries may pay salary and wages and provide stock options and other executive compensation to its executive officers, to the extent approved by Borrowerthe Company's Board of Directors or the compensation committee thereof; (dk) Borrower the Company may pay reasonable and customary directors' fees to its directors; (el) the Credit Parties Company and its Subsidiaries may pay reasonable legal fees and reasonable out-of-pocket expenses to Haytxx Xxxxxx & Xurlxx xxx Xxxxxx for services rendered; (f) the Credit Parties may engage in other transactions between or among Credit Parties that are specifically permitted by SECTION 6.02; and (gm) RMCI may pay $50,000 of the sums due to Xxxxx X. Xxxxx referenced in paragraph 12 of Schedule 7.05 at any time and may pay the balance of the sums ------------- due to Petex Xxxxx X. Xxxxx xxx and the sums due to Luis Xxxx X. Xxxella Lamella referenced in paragraph 12 of Schedule 6.05 of 7.05 after the Original Credit Agreement after such time as (i) the $2,500,000 figure included in clause (b) of the definition of Borrowing Base shall have reduced to zero upon the application of Net Cash Proceeds of one or more issuances of Stock by Borrower pursuant to SECTIONS 1.02(E)(II) and (F); the $9,000,000 figure included in the definition of Revolving Credit Commitments shall have reduced to $5,500,000 upon the application of such Net Cash ProceedsCommitment Adjustment ------------- Date; and (iiin) no Default or Event of Default shall have occurred the Comany and be continuingRamsay Acquisition Corp. may consummate the transactions contemplated by the Summa Merger Agreement. Set forth in SCHEDULE 6.05 Schedule 7.05 is a list of all such lending, borrowing or other commercial transactions existing or outstanding with Affiliates as of the Effective Closing Date. Notwithstanding the foregoing or any other provision of this Agreement, the Credit Parties shall not pay bonuses to Luis Xxxxxx, Xxmbxxxx Xxxxxx xx Carox X. Xxxx xxxil all Obligations have been paid in full.

Affiliate and Employee Loans and Transactions. Borrower The Company --------------------------------------------- shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with with, or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of Borrower's Stock, or any warrant, option or other right to acquire Shares of Borrower's Stock, or any securities convertible into Borrower's Stock to, any of its Affiliates; PROVIDED, that (a) Borrower may issue shares of Borrowerthe Company's Stock, or any warrant, option or other right to acquire shares of Borrowerthe Company's Stock, or any security securities convertible into Borrowerthe Company's Stock, to, any of its Affiliates; provided, that (a) the Company may borrow money from Ramsay Affiliates, provided -------- that the Indebtedness owed to any such Ramsay Affiliate is Subordinated Indebtedness meeting the requirements of the Senior Credit Agreement, and repay such Subordinated Indebtedness in accordance with the terms thereof (includingincluding the subordination provisions); (b) the Company and its Subsidiaries may engage in commercial transactions (including lending or borrowing transactions) between or among the Company and its Subsidiaries (other than Permitted Joint Ventures and RMCI); (c) the Company and its Subsidiaries may engage in lending or borrowing transactions with RMCI provided that, without limitationprior to the Revolving Credit Commitment Adjustment Date, such transactions do not cause the intercompany accounts due to Ramsay Affiliates the Company from RMCI to exceed $14,500,000 at any time; (d) the Company and its Subsidiaries may engage in exchange for Series 1997-A Preferred Stocklending or borrowing transactions with TCV to the extent that such transactions do not cause the intercompany account due to the Company from TCV to exceed $10,100,000 at any time; (e) the Company and its Subsidiaries may make Investments in Permitted Joint Ventures to the extent permitted by Section 6.03(e) of the Senior Credit Agreement and, Series B Bridge Notes and/or --------------- additionally, may provide legal, accounting, insurance and other shared services to the Ramsay Subordinated Note) Permitted Joint Ventures of the types provided on the Closing Date and may lease Real Property to the Permitted Joint Ventures, all on terms that are no less favorable to Borrower the Company and its Subsidiaries than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of Borrowerthe Company or such Subsidiary; (bf) Borrowerthe Permitted Joint Ventures may engage in commercial transactions with their Subsidiaries on terms that are no less favorable to the Permitted Joint Ventures than might be obtained in an arm's- length transaction from a Person that is not an Affiliate of such Permitted Joint Venture; (g) the Company and its Subsidiaries may extend loans to their respective officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $1,000,000, other than loans to officers or directors to whom any other amount is due by the Company that is not permitted to be paid to such officer or director by virtue of this Section 4.06, unless such loan is for a business ------------ purpose of the Company or such Subsidiary that is unrelated to the circumstances of the other amount due to such officer or director; (h) the Company may issue shares of the Company's Stock, or any warrant, option 7 or other right to acquire shares of the Company's Stock, or any security convertible into the Company's Stock, to any Affiliate on terms that are no less favorable to the Company than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of the Company; (i) the Company and its Subsidiaries may make Restricted Payments to the extent permitted under SECTION 6.15Section ------- 4.08; (cj) the Credit Parties Company and its Subsidiaries may pay salary and wages and provide ---- stock options and other executive compensation to its executive officers, to the extent approved by Borrowerthe Company's Board of Directors or the compensation committee thereof; (dk) Borrower the Company may pay reasonable and customary directors' fees to its directors; (el) the Credit Parties Company and its Subsidiaries may pay reasonable legal fees and reasonable out-of-pocket expenses to Haytxx Xxxxxx & Xurlxx xxx Xxxxxx for services rendered; (f) the Credit Parties may engage in other transactions between or among Credit Parties that are specifically permitted by SECTION 6.02; and (gm) RMCI may pay the balance $50,000 of the sums due to Petex Xxxxx X. Xxxxx xxx the sums due to Luis X. Xxxella referenced in paragraph 12 of Schedule 6.05 4.06 at any time and may pay the balance ------------- of the Original Credit Agreement sums due to Xxxxx X. Xxxxx and the sums due to Xxxx X. Lamella referenced in paragraph 12 of Schedule 4.06 after such time as (i) the $2,500,000 figure included in clause (b) of the definition of Borrowing Base shall have reduced to zero upon the application of Net Cash Proceeds of one or more issuances of Stock by Borrower pursuant to SECTIONS 1.02(E)(II) and (F); the $9,000,000 figure included in the definition of Revolving Credit Commitments shall have reduced to $5,500,000 upon the application of such Net Cash ProceedsCommitment ------------- Adjustment Date; and (iiin) no Default or Event of Default shall have occurred the Company and be continuingRamsay Acquisition Corp. may consummate the transactions contemplated by the Summa Merger Agreement. Set forth in SCHEDULE 6.05 Schedule 4.06 is a list of all such lending, borrowing or other commercial transactions existing or outstanding ------------- with Affiliates as of the Effective Closing Date. Notwithstanding the foregoing or any other provision of this Agreement, the Credit Parties shall not pay bonuses to Luis Xxxxxx, Xxmbxxxx Xxxxxx xx Carox X. Xxxx xxxil all Obligations have been paid in full.

Affiliate and Employee Loans and Transactions. Borrower The Company shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with with, or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of Borrower's Stock, or any warrant, option or other right to acquire Shares of Borrower's Stock, or any securities convertible into Borrower's Stock to, any of its Affiliates; PROVIDED, that (a) Borrower may issue shares of Borrowerthe Company's Stock, or any warrant, option or other right to acquire shares of Borrowerthe Company's Stock, or any securities convertible into the Company's Stock, to, any of its Affiliates; PROVIDED, that (a) the Company may borrow money from Ramsay Affiliates, provided that the Indebtedness owed to any such Ramsay Affiliate is Subordinated Indebtedness meeting the requirements of the Senior Credit Agreement, and repay such Subordinated Indebtedness in accordance with the terms thereof (including the subordination provisions); (b) the Company and its Subsidiaries may engage in commercial transactions (including transfers of assets and lending or borrowing transactions) between or among the Company and its Subsidiaries (other than Permitted Joint Ventures); (c) the Company and its Subsidiaries may engage in lending or borrowing transactions with TCV to the extent that such transactions do not cause the intercompany account due to the Company from TCV to exceed $10,100,000 at any time; (d) the Company and its Subsidiaries may make Investments in Permitted Joint Ventures to the extent permitted by SECTION 7.03(E) and, additionally, may provide legal, accounting, insurance and other shared services to the Permitted Joint Ventures of the types provided on the Original Closing Date and may lease Real Property to the Permitted Joint Ventures, all on terms that are no less favorable to the Company and its Subsidiaries than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of the Company or such Subsidiary; (e) the Permitted Joint Ventures may engage in commercial transactions with their Subsidiaries on terms that are no less favorable to the Permitted Joint Ventures than might be obtained in an arm's- length transaction from a Person that is not an Affiliate of such Permitted Joint Venture; (f) the Company and its Subsidiaries may extend loans to their respective officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $1,000,000, other than loans to officers or directors to whom any other amount is due by the Company or any of its Subsidiaries that is not permitted to be paid to such officer or director by virtue of this SECTION 7.05, unless such loan is for a business purpose of the Company or such Subsidiary that is unrelated to the circumstances of the other amount due to such officer or director; (g) the Company may issue shares of the Company's Stock, or any warrant, option or other right to acquire shares of the Company's Stock, or any security convertible into Borrowerthe Company's Stock, to any Affiliate (including, without limitation, to Ramsay Affiliates (as defined in the Senior Credit Agreement) in exchange for Series 1997-A Preferred StockStock (as defined in the Senior Credit Agreement), Series B Bridge Notes and/or the Ramsay Subordinated Note) on terms that are no less favorable to Borrower the Company than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of Borrowerthe Company; (bh) Borrower's the Company and its Subsidiaries may make Restricted Payments to the extent permitted under SECTION 6.157.12; (ci) the Credit Parties Company and its Subsidiaries may pay salary and wages and provide stock options and other executive compensation to its executive officers, to the extent approved by Borrowerthe Company's Board of Directors or the compensation committee thereof; (dj) Borrower the Company may pay reasonable and customary directors' fees to its directors; (ek) the Credit Parties Company and its Subsidiaries may pay reasonable legal fees and reasonable out-of-pocket expenses to Haytxx & Xurlxx xxx services rendered; (f) the Credit Parties may engage in other transactions between or among Credit Parties that are specifically permitted by SECTION 6.02; and (gl) RMCI (as defined the Senior Credit Agreement) may pay the balance of the sums due to Petex X. Xxxxx xxx the sums due to Luis X. Xxxella referenced Xxxxxx xxxerred to in paragraph 12 of Schedule 6.05 of the Original Credit Agreement (as defined in the Senior Credit Agreement) after such time as (i) the $2,500,000 figure included in clause (b) of the definition of Borrowing Base (as defined in the Senior Credit Agreement) shall have reduced to zero upon the application of Net Cash Proceeds (as defined in the Senior Credit Agreement) of one or more issuances of Stock by Borrower the Company pursuant to SECTIONS 1.02(E)(IISections 1.02(e)(ii) and (F)f) of the Senior Credit Agreement; (ii) the $9,000,000 figure included in the definition of Revolving Credit Commitments (as defined int he Senior Credit Agreement) shall have reduced to $5,500,000 upon the application of such Net Cash Proceeds; and (iii) no Default or Event of Default shall have occurred and be continuing. .. Set forth in SCHEDULE 6.05 7.05 is a list of all such lending, borrowing or other commercial transactions existing or outstanding with Affiliates as of the Effective Date. Notwithstanding the foregoing or any other provision of this Agreement, the Credit Parties Company shall not (nor permit any of its Subsidiaries to) pay bonuses to Luis Xxxxxx, Xxmbxxxx Xxxxxx xx Carox X. Xxxx xxxil Xxxx, xxtil all Senior Obligations and the Bridge Note Obligations have been paid in full.

Affiliate and Employee Loans and Transactions. Borrower --------------------------------------------- shall not (nor permit any of its Subsidiaries to) enter into any lending, borrowing or other commercial transaction with or make any payments or transfers of funds or assets (including payment of any management, consulting, advisory or similar fee) to, or issue any shares of Borrower's Stock, or any warrant, option or other right to acquire Shares of Borrower's Stock, or any securities convertible into Borrower's Stock to, any of its Affiliates; PROVIDEDprovided, that (a) -------- Borrower may borrow money from Ramsay Affiliates, provided that the Indebtedness owed to any such Ramsay Affiliate is Subordinated Indebtedness, and repay such Subordinated Indebtedness in accordance with the terms thereof (including the subordination provisions); (b) the Credit Parties may engage in commercial transactions (including lending or borrowing transactions) between or among Credit Parties (other than Permitted Joint Ventures and RMCI); (c) the Credit Parties may engage in lending or borrowing transactions with RMCI provided that, prior to the Revolving Credit Commitment Adjustment Date, such transactions do not cause the intercompany accounts due to Borrower from RMCI to exceed $14,500,000 at any time; (d) the Credit Parties may engage in lending or borrowing transactions with TCV to the extent that such transactions do not cause the intercompany account due to Borrower from TCV to exceed $10,100,000 at any time; (e) the Credit Parties may make Investments in Permitted Joint Ventures to the extent permitted by Section 6.03(e) and, additionally, may provide legal, accounting, insurance and other shared services to the Permitted Joint Ventures of the types provided on the Closing Date and may lease Real Property to the Permitted Joint Ventures, all on terms that are no less favorable to the Credit Parties than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of such Credit Party; (f) the Permitted Joint Ventures may engage in commercial transactions with their Subsidiaries on terms that are no less favorable to the Permitted Joint Ventures than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of such Permitted Joint Venture; (g) the Credit Parties may extend loans to their respective officers, directors and employees in a maximum aggregate principal amount outstanding at any time for all officers, directors and employees of $1,000,000, other than loans to officers or directors to whom any other amount is due by a Credit Party that is not permitted to be paid to such officer or director by virtue of this Section 6.05, unless such loan is for ------------ a business purpose of such Credit Party that is unrelated to the circumstances of the other amount due to such officer or director; (h) Borrower may issue shares of Borrower's Stock, or any warrant, option or other right to acquire shares of Borrower's Stock, or any security convertible into Borrower's Stock, to any Affiliate (including, without limitation, to Ramsay Affiliates in exchange for Series 1997-A Preferred Stock, Series B Bridge Notes and/or the Ramsay Subordinated Note) on terms that are no less favorable to Borrower than might be obtained in an arm's-length transaction from a Person that is not an Affiliate of Borrower; (bi) Borrower's Borrower and its Subsidiaries may make Restricted Payments to the extent permitted under SECTION Section 6.15; (cj) the Credit Parties may pay salary ------------ and wages and provide stock options and other executive compensation to its executive officers, to the extent approved by Borrower's Board of Directors or the compensation committee thereof; (dk) Borrower may pay reasonable and customary directors' fees to its directors; (el) the Credit Parties may pay reasonable legal fees and reasonable out-of-pocket expenses to Haytxx Xxxxxx & Xurlxx xxx Xxxxxx for services rendered; (fm) the Credit Parties may engage in other transactions between or among Credit Parties that are specifically permitted by SECTION Section 6.02; and ------------ (gn) RMCI may pay $50,000 of the sums due to Xxxxx X. Xxxxx referenced in paragraph 12 of Schedule 6.05 at any time and may pay the balance of the sums ------------- due to Petex Xxxxx X. Xxxxx xxx and the sums due to Luis Xxxx X. Xxxella Lamella referenced in paragraph 12 of Schedule 6.05 of after the Original Credit Agreement after such time as (i) the $2,500,000 figure included in clause (b) of the definition of Borrowing Base shall have reduced to zero upon the application of Net Cash Proceeds of one or more issuances of Stock by Borrower pursuant to SECTIONS 1.02(E)(II) and (F); the $9,000,000 figure included in the definition of Revolving Credit Commitments shall have reduced to $5,500,000 upon the application of such Net Cash ProceedsCommitment ------------- Adjustment Date; and (iiio) no Default or Event of Default shall have occurred Borrower and be continuingRamsay Acquisition Corp. may consummate the transactions contemplated by the Summa Merger Agreement. Set forth in SCHEDULE Schedule 6.05 is a list of all such lending, borrowing or other commercial ------------- transactions existing or outstanding as of the Effective Closing Date. Notwithstanding the foregoing or any other provision of this Agreement, the Credit Parties shall not pay bonuses to Luis Xxxxxx, Xxmbxxxx Xxxxxx xx Carox X. Xxxx xxxil all Obligations have been paid in full.