Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "Related Party Transaction"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company. (b) After the Issue Date, any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view (c) The foregoing paragraphs do not apply to (1) the payment of reasonable and customary regular fees to directors of the Company; (2) any Restricted Payments not prohibited by Section 4.06 ; (3) transactions solely among or between Guarantors or solely among or between the Company and a Guarantor; (4) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries; (5) transactions, including Related Party Transactions, undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date or as amended, modified or replaced from time to time so long as the amended, modified or new obligations or rights, taken as a whole, are no less favorable to the Company or any Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date); (6) transactions entered into as part of a financing effected by a Finance Subsidiary; and (7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 million.
Appears in 2 contracts
Samples: Indenture (Vitro Sa De Cv), Indenture (Vitro Sa De Cv)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "“Related Party Transaction"”), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor investment banking, valuation or appraisal firm as to the fairness of the transaction consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view
(c) . In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to
(1i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2iii) any Restricted Payments not prohibited of a type described in Section 4.07(a)(i) and (ii) if permitted by Section 4.06 that covenant;
(3iv) transactions solely among or between Guarantors payments pursuant to any employee, officer or solely among director compensation or between benefit plans or arrangements entered into in the ordinary course of business;
(v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction;
(vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction;
(vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a Guarantorbroadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering;
(4viii) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of [Reserved]
(ix) transactions between the Company or any Restricted Subsidiary as determined and any Joint Venture or Unrestricted Subsidiary of the Company entered into in good faith the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;; and
(5x) transactions, including Related Party Transactions, undertaken transactions pursuant to any contractual obligations contract or rights in existence on the Issue Date (as agreement in effect on the Issue Date or Date, in each case as amended, modified or replaced replaced, from time to time time, including any subsequent replacements, so long as the amended, modified or new obligations or rightsagreement, taken as a whole, are no is not materially less favorable to the Company or any and its Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 million.
Appears in 2 contracts
Samples: Indenture (Century California, LLC), Indenture (Century Aluminum Co)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Stock of the Company or (y) any Affiliate of the Company or of any Restricted Subsidiary involving aggregate payments or consideration in excess of $5.0 million (each such person, a "“Related Person” and, each such transaction, a “Related Party Transaction"”), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 35.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trustee. Prior trustee.
(c) The foregoing paragraphs do not apply to any of the following transactions:
(1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(2) the payment of reasonable and customary fees to directors of the Company who are not employees of the Company;
(3) any Restricted Payment permitted to be paid pursuant to Section 4.07 or any Permitted Payment or Permitted Investment;
(a) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (b) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (c) the payment of reasonable fees to directors of the Company or any of its Restricted Subsidiaries (as determined in good faith by the Company or such Subsidiary) or (d) to the extent permitted by law, loans or advances made to directors, officers or employees of the Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses Incurred in the ordinary course of business, or (y) in the ordinary course of business and (in the case of this clause (y)) not exceeding $10.0 million in the aggregate outstanding at any time;
(5) transactions pursuant to any contract, agreement or instrument in effect on the date of this Indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the date of this Indenture;
(6) transactions with Persons solely in their capacity as holders of a minority of any class of Debt or Capital Stock of the Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of such class of Debt or Capital Stock of the Company or such Restricted Subsidiary generally;
(7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services in the ordinary course of business and consistent with past business practices and approved by the Board of Directors;
(8) sales of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company;
(9) any transaction with any Person who is not a Related Party Transaction or series immediately before the consummation of such transaction that becomes a Related Party Transactions after the Issue Date with an aggregate value as a result of such transaction;
(10) transactions in excess of $10.0 million, which the Company must in addition obtain and deliver to the Trustee obtains a favorable written opinion from an Independent Financial Advisor a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view
(c) The foregoing paragraphs do not apply to
(1) the payment of reasonable and customary regular fees to directors of the Company;
(211) the granting or performance of registration rights under a customary registration rights agreement; or
(12) any Restricted Payments not prohibited by Section 4.06 ;
(3) transactions solely among or between Guarantors or solely among or between the Company and transaction with a Guarantor;
(4) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5) transactions, including Related Party Transactions, undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date or as amended, modified or replaced from time to time so long as the amended, modified or new obligations or rights, taken as a whole, are no less favorable to the Company or any Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into Securitization Vehicle as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of Securitization Financing permitted under the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 millionIndenture.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "Related Party TransactionRELATED PARTY TRANSACTION"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the "DISINTERESTED DIRECTORS") pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor investment banking, valuation or appraisal firm as to the fairness of the transaction consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view
(c) . In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to
(1i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2iii) any Restricted Payments not prohibited of a type described in Section 4.07(a)(i) and (ii) if permitted by Section 4.06 that covenant;
(3iv) transactions solely among or between Guarantors payments pursuant to any employee, officer or solely among director compensation or between benefit plans or arrangements entered into in the Company and a Guarantorordinary course of business;
(4v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable fees and compensation paid to, and terms no less favorable in any indemnity provided on behalf of, officers, directors, employees, consultants or agents of material respect to the Company or any the Restricted Subsidiary as determined than could reasonably be expected to be obtained in good faith by a comparable arms'-length transaction;
(vi) agreements or arrangements with Glencore or any of its Affiliates relating to the Board procurement or sale of Directors, including contributions raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a pension trust for employees comparable arms'-length transaction;
(vii) (A) the issuance and sale of Qualified Equity Interests of the Company and its Restricted Subsidiaries and (B) the acquisition in the open market, and contribution of, Capital Stock sale to any Affiliate of the Company to a stock option trust for employees of any securities of the Company offered and its Restricted Subsidiariessold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering;
(5viii) transactions, including Related Party Transactions, undertaken pursuant to agreements or arrangements with any contractual obligations Person that owns the Gramercy alumina facility or rights in existence the Jamaican bauxite mining operations on the Issue Date (as terms described in effect on the Issue Date or Offering Circular under "The Planned Gramercy Acquisition", in each case as amended, modified or replaced from time to time time, including any subsequent replacements, so long as the amended, modified or new obligations agreement or rightsarrangement, taken as a whole, are no is not materially less favorable to the Company and its Restricted Subsidiaries than the agreements amended, modified or replaced;
(ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of their the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms'-length transaction and are approved by the Board of Directors; and
(x) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 million.
Appears in 1 contract
Samples: Indenture (Century Aluminum Co)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "Related Party TransactionRELATED PARTY TRANSACTION"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the "DISINTERESTED DIRECTORS") pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view
(c) . In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to
(1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(2) the payment of reasonable and customary regular fees to directors of the Company;
(2) any Restricted Payments Company who are not prohibited by Section 4.06 ;
(3) transactions solely among or between Guarantors or solely among or between the Company and a Guarantor;
(4) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted SubsidiariesCompany;
(5) transactions, including Related Party Transactions, undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date or as amended, modified or replaced from time to time so long as the amended, modified or new obligations or rights, taken as a whole, are no less favorable to the Company or any Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 million.
Appears in 1 contract
Samples: Indenture (Century Aluminum Co)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "“Related Party Transaction"”), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 10.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor investment banking, valuation or appraisal firm as to the fairness of the transaction consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view
(c) . In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to
(1i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2iii) any Restricted Payments not prohibited of a type described in Section 4.07(a)(i) and (ii) if permitted by Section 4.06 that covenant;
(3iv) transactions solely among or between Guarantors payments pursuant to any employee, officer or solely among director compensation or between benefit plans or arrangements entered into in the ordinary course of business;
(v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction;
(vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction;
(vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a Guarantorbroadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering;
(4viii) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of transactions between the Company or any Restricted Subsidiary as determined and any Joint Venture or Unrestricted Subsidiary of the Company entered into in good faith the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5ix) transactions, including Related Party Transactions, undertaken transactions pursuant to any contractual obligations contract or rights in existence on the Issue Date (as agreement in effect on the Issue Date or Date, in each case as amended, modified or replaced replaced, from time to time time, including any subsequent replacements, so long as the amended, modified or new obligations or rightsagreement, taken as a whole, are no is not materially less favorable to the Company or any and its Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into as part of a financing effected by a Finance Subsidiary; and
(7x) loans transactions with respect to which the Company obtains and advances delivers to officersthe trustee a favorable written opinion from an investment banking, directors valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and employees its Restricted Subsidiaries from a financial point of view, or that the terms of such transaction are fair and reasonable and no less favorable to the Company or any the Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, than could be obtained in each case made in a comparable arm’s-length transaction with a Person that is not an Affiliate of the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 millionCompany.
Appears in 1 contract
Samples: Indenture (Century Aluminum Co)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "Related Party Transaction"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trusteetrustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view.
(c) The foregoing paragraphs do not apply to
(1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2) any Restricted Payments not prohibited by Section 4.06 ;
(3) transactions solely among any Restricted Payment of a type described in paragraph (a)(i) or between Guarantors or solely among or between the Company and a Guarantor(ii) under Section 4.07 if permitted by that covenant;
(4) reasonable fees and transactions or payments pursuant to any employee, officer or director compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company benefit plans or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition arrangements entered into in the open market, and contribution of, Capital Stock ordinary course of the Company to a stock option trust for employees of the Company and its Restricted Subsidiariesbusiness;
(5) transactions, including Related Party Transactions, undertaken transactions pursuant to any contractual obligations contract or rights in existence on the Issue Date (as agreement in effect on the Issue Date or Date, as amended, modified or replaced from time to time so long as the amended, modified or new obligations or rightsagreements, taken as a whole, are no less favorable to the Company or any and its Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);; or
(6) transactions entered into sales of accounts receivable to a Securitization Subsidiary as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 millionPermitted Receivables Financing.
Appears in 1 contract
Samples: Indenture (Chesapeake Corp /Va/)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Stock of the Company or (y) any Affiliate of the Company or of any Restricted Subsidiary involving aggregate payments or consideration in excess of $5.0 million (each such person, a "“Related Person” and, each such transaction, a “Related Party Transaction"”), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 25.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trustee. Prior trustee.
(c) The foregoing paragraphs do not apply to any of the following transactions:
(1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(2) the payment of reasonable and customary fees to directors of the Company who are not employees of the Company;
(3) any Restricted Payment permitted to be paid pursuant to Section 4.07 or any Permitted Payment or Permitted Investment;
(4) (a) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (b) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (c) the payment of reasonable fees to directors of the Company or any of its Restricted Subsidiaries (as determined in good faith by the Company or such Subsidiary) or (d) to the extent permitted by law, loans or advances made to directors, officers or employees of the Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses Incurred in the ordinary course of business, or (y) in the ordinary course of business and (in the case of this clause (y)) not exceeding $10.0 million in the aggregate outstanding at any time;
(5) transactions pursuant to any contract, agreement or instrument in effect on the date of the Indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the date of the Indenture;
(6) the consummation of the transactions contemplated by the Spin-Off, including the payment of fees in connection therewith, and the performance of obligations under the Spin-Off Agreements as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect in the agreement being amended, modified or replaced;
(7) transactions with Persons solely in their capacity as holders of a minority of any class of Debt or Capital Stock of the Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of such class of Debt or Capital Stock of the Company or such Restricted Subsidiary generally;
(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services in the ordinary course of business and consistent with past business practices and approved by the Board of Directors;
(9) sales of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company;
(10) any transaction with any Person who is not a Related Party Transaction or series immediately before the consummation of such transaction that becomes a Related Party Transactions after the Issue Date with an aggregate value as a result of such transaction;
(11) transactions in excess of $10.0 million, which the Company must in addition obtain and deliver to the Trustee obtains a favorable written opinion from an Independent Financial Advisor a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view
(c) The foregoing paragraphs do not apply to
(1) the payment of reasonable and customary regular fees to directors of the Company;
(212) the granting or performance of registration rights under a customary registration rights agreement; or
(13) any Restricted Payments not prohibited by Section 4.06 ;
(3) transactions solely among or between Guarantors or solely among or between the Company and transaction with a Guarantor;
(4) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5) transactions, including Related Party Transactions, undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date or as amended, modified or replaced from time to time so long as the amended, modified or new obligations or rights, taken as a whole, are no less favorable to the Company or any Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into Securitization Vehicle as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of Securitization Financing permitted under the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 millionIndenture.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "Related Party TransactionRELATED PARTY TRANSACTION"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 2.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view.
(c) The foregoing paragraphs do not apply to
(1) any transaction between the Company and any of its Wholly Owned Restricted Subsidiaries or between Wholly Owned Restricted Subsidiaries of the Company;
(2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2) any Restricted Payments not prohibited by Section 4.06 ;
(3) transactions solely among or between Guarantors or solely among or between the Company any Restricted Payments of a type described in paragraphs (a)(i) and a Guarantor(a)(ii) under Section 4.07 if permitted by that covenant;
(4) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants transactions or agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5) transactions, including Related Party Transactions, undertaken payments pursuant to any contractual obligations employee, officer or rights in existence on the Issue Date (as in effect on the Issue Date director compensation or as amended, modified benefit plans or replaced from time to time so long as the amended, modified or new obligations or rights, taken as a whole, are no less favorable to the Company or any Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions arrangements entered into as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 millionbusiness; and
(5) sales of accounts receivable to a Securitization Subsidiary as part of a Permitted Receivables Financing.
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 510% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of either the Company or any Restricted Subsidiary (a "Related Party TransactionRELATED PARTY TRANSACTION"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, Prior to entering into any Related Party Transaction or series of related Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 million25,000,000, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view.
(c) The foregoing paragraphs do not apply to
(1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2) any Restricted Payments not prohibited by Section 4.06 ;
(3) transactions solely among any Restricted Payments of a type described in either clause (i), (ii) or between Guarantors or solely among or between the Company and a Guarantor(iii) of paragraph (a) of Section 4.07 if permitted by that section;
(4) reasonable fees and transactions or payments pursuant to any employee, officer or director compensation paid toor benefit plans or arrangements entered into in the ordinary course of business, and any indemnity provided on behalf ofloans, officers, directors, employees, consultants or agents advances and Guarantees that constitute Permitted Investments pursuant to clause (12) of the Company or any Restricted Subsidiary as determined in good faith by the Board definition of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiariesthat term;
(5) transactions, including Related Party Transactions, undertaken transactions pursuant to any contractual obligations contract or rights in existence on the Issue Date (as agreement in effect on the Issue Date date of this Indenture, as any such contract or as agreement may be amended, modified or replaced (including successive replacements) from time to time time, so long as the amended, modified or new obligations contract or rightsagreement, taken as a whole, are is no less favorable to the Company or any and its Restricted Subsidiary and any of their Subsidiaries than those the contract or agreement being amended, modified or replaced, as in effect on the Issue Date)date of this Indenture;
(6) transactions entered into as part the purchase, redemption, acquisition or other retirement for value of a financing effected Equity Interests of MII held by a Finance Subsidiaryofficers, directors or employees or former directors, officers or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or service or pursuant to any agreement under which the Equity Interests were issued, provided that the aggregate amount of all such payments does not exceed $2,000,000; andor
(7) loans and advances to officers, directors and employees the assignment of insurance rights contemplated by clause (10) of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course definition of business and in an aggregate principal amount at any time not exceeding $2.0 million"Asset Sale."
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with any holder (x) any holder, or any Affiliate of any such holder, ) of 5% or more of any class of Voting Capital Stock of the Company or (y) with any Affiliate of the Company or any Restricted Subsidiary (each, a "Related Party Transaction"), except upon fair and reasonable economic terms that when taken as a whole are no less favorable to the Company or the such Restricted Subsidiary than could be obtained obtained, at that the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate of Affiliate. In addition and without limiting the Company.
foregoing, (bi) After the Issue Date, any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 5 million must first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered Resolution, and (ii) with respect to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 10 million, the Company must in addition first obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor a nationally recognized investment banking firm or nationally recognized independent accounting or consulting firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view
(c) view of such transaction to the Company or such Subsidiary, as the case may be. The foregoing paragraphs do limitation does not limit, and shall not apply to
to (1i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
, (2iii) any Restricted Payments not prohibited by Section 4.06 ;
3.08 or (3iv) transactions solely among or between Guarantors or solely among or between the Company and a Guarantor;
(4) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5) transactions, including Related Party Transactions, undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date or as amended, modified or replaced from time to time so long as the amended, modified or new obligations or rights, taken as a whole, are no less favorable to the Company or any Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 millionExisting Affiliate Agreements.
Appears in 1 contract
Samples: Indenture (Zd Inc)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, holder (or any Affiliate of any such holder, ) of 510.0% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "Related Party each an “Affiliate Transaction"”), except upon unless:
(i) the Affiliate Transaction is on fair and reasonable terms that when taken as a whole are no less favorable to the Company or the relevant Restricted Subsidiary than could be those that would have been obtained at that time in a comparable arm's-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company.; and
(bii) After the Issue Date, Company delivers to the Trustee:
(A) with respect to any Related Party Affiliate Transaction or series of Related Party related Affiliate Transactions with an involving aggregate value consideration in excess of $US$5.0 million must first be (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 of Directors who are disinterested in the subject matter of the transaction pursuant Directors; and
(B) with respect to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Affiliate Transaction or series of Related Party related Affiliate Transactions after the Issue Date with an involving aggregate value consideration in excess of $US$10.0 millionmillion (or the Dollar Equivalent thereof), the Company must in addition obtain and deliver to the Trustee a favorable written Board Resolution required in clause (ii)(A) above, an opinion from an Independent Financial Advisor as to the fairness of the transaction to the Company and its or such Restricted Subsidiaries Subsidiary of the relevant Affiliate Transaction from a financial point of viewview 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.
(cb) The foregoing paragraphs do limitation set forth in Section 4.14(a) above does not limit, and shall not apply to:
(1i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2ii) transactions between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries;
(iii) any Restricted Payments not prohibited Payment of the type described in clauses (i) or (ii) of Section 4.06(a) if permitted by that Section 4.06 4.06(a);
(3iv) transactions solely among or between Guarantors or solely among or between any sale of Capital Stock (other than Disqualified Stock) of the Company and a GuarantorCompany;
(4v) reasonable fees and compensation paid any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and any 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, officers, directors, of employees, consultants or agents officers and directors of the Company or any Restricted Subsidiary as determined in good faith by the Board of DirectorsSubsidiary, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5) transactions, including Related Party Transactions, undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date or as amended, modified or replaced from time to time so long as such plan or scheme is in compliance with the amendedlisting rules of the New York Stock Exchange; and
(vi) any employment, modified consulting, service or new obligations termination agreement, or rightsreasonable and customary indemnification arrangements, taken as a whole, are no less favorable to entered into by the Company or any of its Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to with directors, officers, directors employees and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made consultants in the ordinary course of business and the payment of compensation pursuant thereto. In addition, the requirements of clause (ii) of Section 4.14(a) shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Original Issue 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 Original Issue 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 (y) of Section 4.14(a) (other than by reason of such minority shareholder or minority partner being an aggregate principal amount at any time not exceeding $2.0 millionofficer or director of such Restricted Subsidiary).
Appears in 1 contract
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "“Related Party Transaction"”), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 10.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor investment banking, valuation or appraisal firm as to the fairness of the transaction consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view
(c) . In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to
(1i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2iii) any Restricted Payments not prohibited of a type described in Section 4.07(a)(i) and (ii) if permitted by Section 4.06 that covenant;
(3iv) transactions solely among or between Guarantors payments pursuant to any employee, officer or solely among director compensation or between benefit plans or arrangements entered into in the ordinary course of business;
(v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction;
(vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction;
(vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a Guarantorbroadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering;
(4viii) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of transactions between the Company or any Restricted Subsidiary as determined and any Joint Venture or Unrestricted Subsidiary of the Company entered into in good faith the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5ix) transactions, including Related Party Transactions, undertaken transactions pursuant to any contractual obligations contract or rights in existence on the Issue Date (as agreement in effect on the Issue Date or Date, in each case as amended, modified or replaced replaced, from time to time time, including any subsequent replacements, so long as the amended, modified or new obligations or rightsagreement, taken as a whole, are no is not materially less favorable to the Company or any and its Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions entered into as part of a financing effected by a Finance Subsidiary; and
(7x) loans transactions with respect to which the Company obtains and advances delivers to officersthe trustee a favorable written opinion from an investment banking, directors valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and employees its Restricted Subsidiaries from a financial point of view, or that the terms of such transaction are fair and reasonable and no less favorable to the Company or any the Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, than could be obtained in each case made in a comparable arm’s-length transaction with a Person that is not an Affiliate of the ordinary course of business and in an aggregate principal amount at any time not exceeding $2.0 millionCompany.
Appears in 1 contract
Samples: Indenture (Century Aluminum Co)
Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Voting Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "“Related Party Transaction"”), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.
(b) After the Issue Date, any Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 10.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions after the Issue Date with an aggregate value in excess of $10.0 25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an Independent Financial Advisor investment banking, valuation or appraisal firm as to the fairness of the transaction consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view
(c) . In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to
(1i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;
(ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;
(2iii) any Restricted Payments not prohibited of a type described in Section 4.07(a)(i) and (ii) if permitted by Section 4.06 that covenant;
(3iv) transactions solely among or between Guarantors or solely among or between the Company and a Guarantor;
(4) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors, including contributions to a pension trust for employees of the Company and its Restricted Subsidiaries and the acquisition in the open market, and contribution of, Capital Stock of the Company to a stock option trust for employees of the Company and its Restricted Subsidiaries;
(5) transactions, including Related Party Transactions, undertaken payments pursuant to any contractual obligations employee, officer or rights in existence on the Issue Date (as in effect on the Issue Date director compensation or as amended, modified benefit plans or replaced from time to time so long as the amended, modified or new obligations or rights, taken as a whole, are no less favorable to the Company or any Restricted Subsidiary and any of their Subsidiaries than those in effect on the Issue Date);
(6) transactions arrangements entered into as part of a financing effected by a Finance Subsidiary; and
(7) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business business;
(v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in an aggregate principal amount at any time not exceeding $2.0 million.material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms'-length transaction;
(vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms'-length transaction;
Appears in 1 contract
Samples: Indenture (Century Aluminum Co)
