Generally; Specific Authorization. (a) The Company and any Controlled Portfolio Company of the Company shall not consummate any sale of a portfolio company to, or acquisition of a portfolio company from KKR, any KKR Vehicle, any of their respective Affiliates or any Controlled Portfolio Company unless such transaction (A) is on terms no less favorable to the Company than could have been obtained on an arm’s length basis from an unrelated third party and (B) has been approved in advance by (x) the Executive Committee and (y) Special Approval.
Generally; Specific Authorization. (a) The Company shall not consummate any sale of an Infrastructure Asset to, or acquisition of an Infrastructure Asset from KKR, any KKR Vehicle or any of their respective Affiliates unless such transaction (A) is on terms no less favorable to the Company than could have been obtained on an arm’s length basis from an unrelated third party and (B) has been approved in advance by (x) the Executive Committee and (y) Special Approval.
Generally; Specific Authorization. Whenever a potential material conflict arises among Apollo, the Operating Manager or any of their respective Affiliates, on the one hand, and the Company, a Series, any of the Shareholders or any of the Members, on the other hand, any resolution or course of action by the Board of Directors, the Operating Manager or Affiliates of the Operating Manager in respect of such conflict of interest shall be permitted and deemed approved by all Members and all Shareholders, and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty otherwise existing hereunder, at law or in equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by a committee of the Independent Directors (which may be the Audit Committee), (ii) on terms which are, in the aggregate, no less favorable to the Company or a Series than those generally being provided to or available from unrelated third parties; (iii) fair and reasonable to the Company or a Series, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to the Company or a Series; or (iv) approved by the vote of Shareholders owning a majority of the outstanding Investor Shares, excluding any Investor Shares owned by Apollo or any of its Affiliates. The Board of Directors or the Operating Manager may, but is not required to, seek the approval of the resolution of such a conflict of interest from the Audit Committee, any other committee of Independent Directors or the Shareholders. Unless the resolution of a conflict is otherwise expressly provided for in this Agreement, the Board of Directors, the Operating Manager or a committee of the Board of Directors consisting of Independent Directors (which may be the Audit Committee) may consider any factors they determine in their sole discretion to consider when resolving a conflict of interest. Whenever the Board of Directors or the Operating Manager makes a determination to refer or not to refer any potential conflict of interest to the a committee of Independent Directors (including the Audit Committee), to seek or not to seek Shareholder approval, or to adopt or not to adopt a resolution or course of action that has not received approval of a committee of Independent Directors or approval by the Shareholders, then the Board of Directors or the Operating Manager, as applicable, shall be entitled,...
