Common use of Limitation on Transactions with Shareholders and Affiliates Clause in Contracts

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder other than an entity that is an Affiliate solely by reason of being a Subsidiary of the Company) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, 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 the Company. If an Event of Default shall have occurred and be continuing , none of the Company or any Restricted Subsidiary shall make any payments with respect the Management Services Agreement. Except with respect to the prohibition on payments with respect to the Management Services Agreement during the pendency of an Event of Default, the foregoing limitations do not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to the Company or its Restricted Subsidiaries from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (v) any Restricted Payments not prohibited under Section 4.04, (vi) the Management Services Agreement or any payments made (unless an Event of Default shall have occurred and be continuing at the time of such payment) pursuant thereto or (vii) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraph, the aggregate amount of which (until after the Stated Maturity of the Notes) exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the Indenture, the Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder other than an entity that is an Affiliate solely by reason of being a Subsidiary of the Companyholder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySignificant Subsidiary (together, except upon fair "Related Persons" and reasonable each, a "Related Person"), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction dealings with a Person that who is not such a holder or an Affiliate of the Company. If an Event of Default shall have occurred and be continuing , none of the Company or any Restricted Subsidiary shall make any payments with respect the Management Services Agreement. Except with respect to the prohibition on payments with respect to the Management Services Agreement during the pendency of an Event of Default, the foregoing limitations do not limitRelated Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall not apply to (i) transactions (A) be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written series of transactions), shall be confirmed by an opinion of a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair an Independent Financial Advisor to the Company or its Restricted Subsidiaries be fair, from a financial point of view; , to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (iii) any transaction solely between the Company and any of its Wholly Owned Restricted Significant Subsidiaries or solely between Wholly Owned Restricted Significant Subsidiaries; , (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company; Company or any Significant Subsidiary, or (iviii) any payments the grant of stock options or similar rights to acquire Capital Stock (other transactions than Disqualified Stock) to employees and directors of the Company pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (v) any Restricted Payments not prohibited under Section 4.04, (vi) the Management Services Agreement or any payments made (unless an Event of Default shall have occurred and be continuing at the time of such payment) pursuant thereto or (vii) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors. Notwithstanding , provided that, in the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraphaggregate, the aggregate amount shares of which Capital Stock underlying such options or similar rights issued since the Issue Date (until after the Stated Maturity exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 5% of the Notes) exceeds $1 million in value, must be approved or determined to be fair in outstanding Common Stock of the manner provided for in clause (i)(A) or (B) aboveCompany on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the Indenture, the Company will not, and will not permit any Restricted Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with with, or for the benefit of, any holder (or any Affiliate of such holder other than an entity that is an Affiliate solely by reason of being a Subsidiary of the Companyholder) of 510% or more of any class of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySignificant Subsidiary (together, except upon fair “Related Persons” and reasonable each, a “Related Person”), unless the terms no less to the Company or such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm’s length transaction dealings with a Person that who is not such a holder or an Affiliate of the Company. If an Event of Default shall have occurred and be continuing , none of the Company or any Restricted Subsidiary shall make any payments with respect the Management Services Agreement. Except with respect to the prohibition on payments with respect to the Management Services Agreement during the pendency of an Event of Default, the foregoing limitations do not limitRelated Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall not apply to (i) transactions (A) be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written series of transactions), shall be confirmed by an opinion of a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair an Independent Financial Advisor to the Company or its Restricted Subsidiaries be fair, from a financial point of view; , to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (iii) any transaction solely between the Company and any of its Wholly Owned Restricted Significant Subsidiaries or solely between Wholly Owned Restricted Significant Subsidiaries; , (iiiii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company; Company or any Significant Subsidiary, or (iviii) any payments the grant of stock options or similar rights to acquire Capital Stock (other transactions than Disqualified Stock) to employees and directors of the Company pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (v) any Restricted Payments not prohibited under Section 4.04, (vi) the Management Services Agreement or any payments made (unless an Event of Default shall have occurred and be continuing at the time of such payment) pursuant thereto or (vii) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors. Notwithstanding , provided that, in the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (vii) of this paragraphaggregate, the aggregate amount shares of which Capital Stock underlying such options or similar rights issued since the Issue Date (until after the Stated Maturity exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 5% of the Notes) exceeds $1 million in value, must be approved or determined to be fair in outstanding Common Stock of the manner provided for in clause (i)(A) or (B) aboveCompany on a fully diluted basis at the date of determination.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder other than an entity that is an Affiliate solely by reason of being a Subsidiary of the Company) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, 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 the Company. If an Event of Default shall have occurred and be continuing , none of the Company or any Restricted Subsidiary shall make any payments with respect the Management Services Agreement. Except with respect to the prohibition on payments with respect to the Management Services Agreement during the pendency of an Event of Default, the The foregoing limitations do limitation does not limit, and shall not apply to (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to the Company or its Restricted Subsidiaries from a financial point of view; (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (v) any Restricted Payments not prohibited under Section 4.04, (vi) the Management Services Agreement or any payments made (unless an Event of Default shall have occurred and be continuing at the time of such payment) pursuant thereto or (vii) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (viivi) of this paragraph, the aggregate amount of which (until after the Stated Maturity of the Notes) exceeds $1 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above.