Common use of Transactions with Significant Related Entities Clause in Contracts

Transactions with Significant Related Entities. For so long as the other Principal Stockholder’s Proportionate Percentage is at least 10%, each Principal Stockholder agrees that it shall not knowingly cause any Person in which it or any of its Affiliates holds more than 20% of such Person’s voting equity securities (each such Person or any of such Person’s Subsidiaries, a “Significant Related Entity”) to engage in any transactions with the Company or any Subsidiary of the Company unless such transaction is entered into on arm’s length terms and in the ordinary course of business. If a Principal Stockholder becomes aware of any transaction or series of related transactions between the Company or any Subsidiary of the Company, on the one hand, and an Affiliate or Significant Related Entity of such Principal Stockholder, on the other hand, in each case, which transaction(s) is not on arm’s length terms or not in the ordinary course of business, such Principal Stockholder shall use its reasonable efforts to cause the applicable Affiliate or Significant Related Entity to terminate such transaction(s) and in the event that the applicable Principal Stockholder knowingly caused (i) such Affiliate or Significant Related Entity to enter into a transaction with the Company or a Subsidiary of the Company or (ii) the Company or a Subsidiary of the Company to enter into a transaction with such Affiliate or Significant Related Entity, which transaction(s) is not on arm’s length terms, then such Principal Stockholder shall reimburse the Company for any losses resulting from such non-arm’s length terms but only to the extent of the corresponding gains by such Affiliate or Significant Related Entity.

Transactions with Significant Related Entities. For so long as the other Principal Stockholder’s Proportionate Percentage is at least 10%, each Principal Stockholder agrees that it shall not knowingly cause any Person in which it or any of its Affiliates holds more than 20% of such Person’s voting equity securities (each such Person or any of such Person’s Subsidiaries, a “Significant Related Entity”) to engage in any transactions with the Company or any Subsidiary of the Company unless such transaction is entered into on arm’s length terms and in the ordinary course of business. If a Principal Stockholder becomes aware of any transaction or series of related transactions between the Company or any Subsidiary of the Company, on the one hand, and an Affiliate or Significant Related Entity of such Principal Stockholder, on the other hand, in each case, which transaction(s) is not on arm’s length terms or not in the ordinary course of business, such Principal Stockholder shall use its reasonable efforts to cause the applicable Affiliate or Significant Related Entity to terminate such transaction(s) and in the event that the applicable Principal Stockholder knowingly caused (i) such Affiliate or Significant Related Entity to enter into a transaction with the Company or a Subsidiary of the Company or (ii) the Company or a Subsidiary of the Company to enter into a transaction with such Affiliate or Significant Related Entity, which transaction(s) is not on arm’s length terms, then such Principal Stockholder shall reimburse the Company for any losses resulting from such non-arm’s length terms but only to the extent of the corresponding gains by such Affiliate or Significant Related Entity. Transfer Restrictions; Permitted Transfers.