Common use of Affiliate Transaction Clause in Contracts

Affiliate Transaction. (i) The Company shall not, and shall not permit any Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any director or executive officer of the Company or any Affiliate of any such director or executive officer (each an “Affiliate Transaction”), unless: (A) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or the relevant Subsidiary with a Person that is not an Affiliate of the Company; and (B) the Company delivers to the Holders, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$200,000 (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board. (ii) The limitation set forth in Section 11(f)(i) above does not limit, and shall not apply to: (A) transactions the Company or any of its Subsidiaries may enter into with the Holder or any Affiliates of the Holder; (B) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (C) transactions between or among the Company and any of its Wholly Owned Subsidiaries or between or among Wholly Owned Subsidiaries; (D) any sale of Capital Stock (other than Disqualified Stock) of the Company; (E) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or similar employee plans and/or indemnity provided on behalf of employees, officers and directors of the Company or any Subsidiary, so long as such plan or scheme is in compliance with the listing rules of the Principal Exchange; and (F) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Subsidiaries with directors, officers, employees and consultants in the ordinary course of business and the payment of compensation pursuant thereto.

Affiliate Transaction. (a) Notwithstanding anything to the contrary in the Indenture, the Loan Agreement or any other Financing Document or Bond Document, PureCycle Technologies, Inc. (“PCTI”), PCT Managed Services LLC (“PCTMS”), and the Company may enter into that certain shared services agreement attached as Exhibit B hereto (the “Services Agreement”); provided, that, (i) contemporaneously with the execution of the Services Agreement, each of PCTI, PCTMS, the Company, and the Trustee executes that certain Consent and Agreement with respect to the Services Agreement in the form attached as Exhibit B hereto, and (ii) all amounts payable under the Services Agreement shall be payable by PCTMS (and not the Company) and in no event shall the Services Agreement (or the services provided thereunder) result in an increase of fees or other amounts payable by the Company pursuant to the Operation and Maintenance Agreement. The Company shall not, Parties hereby represent and shall not permit any Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, warrant that the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any director or executive officer of the Company or any Affiliate of any such director or executive officer (each an “Affiliate Transaction”), unless: (A) the Affiliate Transaction Services Agreement is on fair and reasonable terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been might be obtained in a comparable arm’s-length transaction by from parties which are not affiliates. In accordance with the Services Agreement, services which are provided to the Company by PCTI may be reimbursed from PCTMS, but only to the extent such services are included in the Company’s Operating Budget submitted pursuant to the terms of the Loan Agreement. For the avoidance of doubt, no amendments, supplements or other modifications to the Services Agreement which are adverse to the interests of the Holders or the relevant Subsidiary with a Person that is not an Affiliate Trustee shall be permitted without the prior written consent of the Company; and Trustee (B) acting at the Company delivers to the Holders, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$200,000 (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority direction of the disinterested members of the BoardMajority Holders). (iib) The limitation set forth Notwithstanding anything to the contrary in Section 11(f)(i) above does not limitthe Indenture, and shall not apply to: (A) transactions the Loan Agreement or any other Financing Document or Bond Document, the Company or any shall be permitted to sell up to 15,000,000 pounds of its Subsidiaries may enter into with ultra-pure recycled resin from the Holder or any Affiliates of the Holder; (B) the payment of reasonable and customary regular fees Project to directors of the Company who are not employees of the Company; (C) transactions between or among the Company and any of its Wholly Owned Subsidiaries or between or among Wholly Owned Subsidiaries; (D) any sale of Capital Stock (other than Disqualified Stock) of the Company; (E) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or similar employee plans and/or indemnity provided on behalf of employees, officers and directors of the Company or any Subsidiaryaffiliates, so long as such plan or scheme is in compliance with the listing rules of the Principal Exchange; and sales (Fi) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by are arm’s-length transactions having terms that are no less favorable to the Company or any of its Subsidiaries with directorsthan those that might be obtained in a comparable arm’s-length transaction from parties which are not affiliates, officers, employees and consultants in (ii) do not prevent the ordinary course of business and the payment of compensation pursuant theretoCompany from satisfying obligations under existing Offtake Contracts.

Affiliate Transaction. (i) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any director holder (or executive officer any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of any such director or executive officer the Company (each an “Affiliate Transaction”), unless: (A) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (B) the Company delivers to the Holders, with : (1) respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$200,000 5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board; and (2) respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in Section 10(m)(i)(B)(1) above, an opinion as to the fairness to the Company or such Restricted Subsidiary of the relevant Affiliate Transaction from a financial point of view or confirming that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that is not an Affiliate of the Company or a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (ii) The limitation set forth in Section 11(f)(i10(m)(i) above does not limit, and shall not apply to: (A) transactions the Company or any of its Subsidiaries may enter into with the Holder or any Affiliates of the Holder; (B) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (CB) transactions between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries; (C) any Restricted Payment of the type described in clauses (i) or (ii) of the definition of “Restricted Payment” if permitted by that Section 10(x); (D) any sale of Capital Stock (other than Disqualified Stock) of the Company; (E) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or similar employee plans and/or indemnity provided on behalf of employees, officers and directors of the Company or any Restricted Subsidiary, so long as such plan or scheme is in compliance with the listing rules of the Principal New York Stock Exchange; and (F) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with directors, officers, employees and consultants in the ordinary course of business and the payment of compensation pursuant thereto.. In addition, the requirements of Section 10(m)(i)(B) above shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 10(x), (B) transactions pursuant to agreements in effect on the Issuance Date and described in the offering circular of the Company dated April 25, 2013, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Issuance Date and (C) any transaction between or among the Company (or any Wholly Owned Restricted Subsidiary) and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries; provided that in the case of clause (C), (1) such transaction is entered into in the ordinary course of business and (2) none of the minority shareholders or minority partners of or in such Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary is a Person described in clauses (x) or