AGREEMENTS WITH INTERESTED PARTIES Clause Samples

AGREEMENTS WITH INTERESTED PARTIES. Except as provided in Section 3.2, before the Holding Company or Operating Company enters into any agreement with an Interested Party, it shall have been approved by the Board of Directors of the Holding Company at a meeting of the Board held on notice to PENAC's board nominee and at which the interest of any director has been disclosed. No director shall be disqualified from voting on the transaction by reason of such interest. If, notwithstanding Board approval, PENAC believes that the terms of the transaction are more favorable than would have been obtainable in an "arms' length" transaction, PENAC shall notify the Board within five (5) days after the Board's approval of the transaction and PENAC may require the company to submit the proposed transaction to the Neutral. The Neutral shall review the proposed transaction and shall decide as soon as possible, and in any event within thirty (30) days, whether the terms of the proposed transaction are more favorable to the Interested Party than would have been obtainable in an "arms' length" transaction. If the Neutral decides that the terms are more favorable to the Interested Party than would have been obtainable in an "arms' length" transaction, then the proposed transaction shall not proceed unless its terms are amended to satisfy the Neutral's determination of what provisions were less than "arms' length."