Transactions with Controlling Affiliates Clause Samples
The "Transactions with Controlling Affiliates" clause regulates dealings between a company and entities or individuals that have significant control or influence over it, such as parent companies or major shareholders. Typically, this clause requires that any such transactions be conducted on fair, arm's-length terms, and may mandate disclosure, approval by disinterested directors, or adherence to specific procedures to prevent conflicts of interest. Its core function is to ensure transparency and fairness in related-party transactions, thereby protecting the interests of minority shareholders and maintaining corporate integrity.
Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Company and its Subsidiaries shall not (except pursuant to contracts outstanding as of (i) with respect to the Company, the Effective Date, or (ii) with respect to any Subsidiary of the Company, the Effective Date or, if later, the date such Subsidiary first became a Subsidiary of the Company) enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Company or such Subsidiary than would be obtained in an arms’ length transaction with a Person that is not a Controlling Affiliate. Notwithstanding the foregoing, the following transactions and arrangements will not be prohibited by this Section 6.13: (i) the Noble Yieldco Formation Transactions, (ii) the Noble Yieldco IPO, and (iii) any other transactions or arrangements between any member of the Noble Yieldco Group, on the one hand, and the Company and its Subsidiaries (other than the Noble Yieldco Group), on the other hand, so long as such transactions and arrangements are fair and reasonable to the Company and its Subsidiaries (other than the Noble Yieldco Group) in all material respects, taking into account the totality of the relationship between the Company and its Subsidiaries (other than the Noble Yieldco Group), on the one hand, and the Noble Yieldco Group, on the other hand.
Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Credit Parties shall not, and shall not permit their respective Subsidiaries to, (except pursuant to contracts outstanding as of (i) with respect to the Parent Guarantor, the Effective Date, or (ii) with respect to any Subsidiary of the Parent Guarantor, the Effective Date or, if later, the date such Subsidiary first became a Subsidiary of the Parent Guarantor) enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Parent Guarantor or such Subsidiary than would be obtained in an arms’ length transaction with a Person that is not a Controlling Affiliate. Notwithstanding the foregoing, any transactions and arrangements permitted by Section 6.14 will not be prohibited by this Section 6.13.
Transactions with Controlling Affiliates. Except as otherwise specifically permitted herein, the Company and its Restricted Subsidiaries shall not, and shall not permit their respective Restricted Subsidiaries to (except pursuant to contracts outstanding as of (i) with respect to the Company, the Effective Date, or (ii) with respect to any Restricted Subsidiary of the Company, the Effective Date or, if later, the date such Restricted Subsidiary first became a Restricted Subsidiary of the Company), enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Controlling Affiliate, including without limitation, the purchase from, sale to or exchange of property with, any merger, amalgamation or consolidation with or into, or the rendering of any service by or for, any Controlling Affiliate, unless such transaction or arrangement or series of related transactions or arrangements, taken as a whole, are no less favorable to the Company or such Restricted Subsidiary than would be obtained in an [Senior Secured Revolving Credit Agreement] arms’ length transaction with a Person that is not a Controlling Affiliate, or, if in the good faith judgment of the Board of Directors of the Company, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, this Section 7.4 shall not prohibit: (a) arrangements entered in the ordinary course of business with any officer, director or employee of any Credit Party or Restricted Subsidiary; (b) customary fees paid to members of the board of directors or similar governing body of any Credit Party or Restricted Subsidiary; (c) any transaction not otherwise prohibited by this Agreement between or among the Company and/or any of its Subsidiaries; and (d) any transactions and arrangements permitted by, and complying with the applicable terms of, Section 7.1, Section 7.2, Section 7.3, Section 7.5 or Section 7.11.