Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Foreign Subsidiaries, (b) any transaction or series of transactions between the Borrower and any Subsidiary or between the Subsidiaries on a basis that is not systematically disadvantageous to any Loan Party, (c) customary fees paid to members of the Board of Directors of the Borrower or SSCC or any of the Subsidiaries, (d) customary compensation (including salaries and bonuses) paid to officers and employees of SSCC, the Borrower or any Subsidiary, (e) management and financial services provided by SSCC, the Borrower or any Subsidiary to any other Subsidiary or any other entity in which SSCC, the Borrower or such Subsidiary has Investments to the extent that such services are provided by SSCC, the Borrower or such Subsidiary in the ordinary course of its business and senior management of such Person has determined that the providing of such services is in the best interests of such Person and (f) the transactions effected on the Funding Date in connection with the effectiveness of, and pursuant to the terms of, the Plan of Reorganization.
Transactions with Stockholders and Affiliates. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of the voting Securities of Parent or Company or with any Affiliate of Parent or Company on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; PROVIDED that the foregoing restriction shall not apply to (i) any transaction between Company and any of its Wholly-Owned Subsidiaries or between any of its Wholly-Owned Subsidiaries; (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries; (iii) any Restricted Junior Payment permitted under subsection 7.5; (iv) the entry into and performance of obligations under arrangements with DLJ and its Affiliates for underwriting, investment banking and advisory services on usual and customary terms (including payments of the fee in respect of advisory services contemplated in subsection 7.5(iii)); (v) the payment of reasonable and customary fees and reimbursement of expenses payable to directors of Parent; (vi) employment arrangements with respect to the procurement of services of directors, officers and employees in the ordinary course of business and the payment of reasonable fees in connection therewith; (vii) the issuance of equity Securities to Global Technology Partners, L.L.C. described in subsection 7.3; (viii) the execution, delivery and performance of the Merger Agreement and the consummation of the Tender Offer and the other transactions contemplated by the Tender Offer Materials; and (ix) the execution, delivery and performance of the agreements listed on Schedule 7.12.
Transactions with Stockholders and Affiliates. Neither the Company nor any of its Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or make loans or advances to any holder or holders of any of the Equity Interests of the Company, or with any Affiliate of the Company or any other Person controlling or controlled by any Person that is the "beneficial owner" (as defined in Rule 13d-3 of the Commission under the Exchange Act) of greater than five percent (5%) or more of any class of Voting Stock (or other voting interests) of the Company or any of its Subsidiaries, in either case which is not a Subsidiary of the Company, on terms that are less favorable to the Company or any of its Subsidiaries, as applicable, than those that could reasonably be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate, except for (a) Restricted Payments permitted by section 10.3(f) and Investments permitted by section 10.3(d), (b) the transactions contemplated under the Asset Purchase Agreement, the ESOT Transaction Documents and the ESOP Plan Documents, (c) the incurrence of Indebtedness described in Section 10.3(a) hereof, (d) sales of assets described in section 10.3(b)(iii) hereof, (e) any Investment permitted by section 10.3(d)(vi) hereof, and (f) any deferred compensation plans or arrangements, employment contracts, employee benefits, Incentive Arrangements and other similar contracts or arrangements with or for the benefit of officers and directors of the Company and Subsidiaries of the Company to the extent the terms thereof are not in violation of the terms of this Agreement or any other Operative Document.
Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons who are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between such Person and any of its Material Subsidiaries or between any of its Material Subsidiaries, (b) customary fees paid to members of the Board of Directors of such Person and its Subsidiaries, (c) customary compensation (including salaries and bonuses) paid to officers and employees of such Person, (d) payments made pursuant to the Tax Sharing Agreement, (e) management and financial services provided by the Borrower to its Subsidiaries and other entities in which the Borrower has Investments to the extent that such services are provided by the Borrower in the ordinary course of its business and senior management of the Borrower has determined that the providing of such services is in the best interests of the Borrower, (f) the performance by the Borrower of the Operating Agreement and the Rights Agreement and the transactions contemplated thereby, and (g) the transactions contemplated by the Receivables Program Documents, the 1992 Holdings Agreement, the Registration Rights Agreement and the 1992 Stock Option Plan.
Transactions with Stockholders and Affiliates. Except for the transactions described on Schedule 7.12, Company shall ------------- not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Company, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such an Affiliate; provided that the foregoing -------- restriction shall not apply to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries or (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries.
Transactions with Stockholders and Affiliates. The Company covenants and agrees, so long as any of the Debentures remain outstanding, that it will not, and will not permit any Restricted Subsidiary to, enter into any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or such Restricted Subsidiary, as the case may be, than those which might be obtained at the time of such transaction from a Person who is not such a holder or Affiliate; provided, however, that this Section 4.09 shall not limit, or be applicable to, (i) transactions pursuant to Restricted Stock Purchase Agreements, (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company, (iii) any transaction between the Company and any of the Restricted Subsidiaries or between any of the Restricted Subsidiaries, (iv) any transaction between an Unrestricted Subsidiary and either the Company or a Restricted Subsidiary, or (v)
Transactions with Stockholders and Affiliates. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of the voting Securities of Parent or Company or with any Affiliate of Parent or Company on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its Wholly-Owned Subsidiaries or between any of its Wholly-Owned Subsidiaries; (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries consistent with past practice; (iii) any Restricted Junior Payment permitted under subsection
Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of the Equity Interests of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Overseas Subsidiaries of AbitibiBowater or any transaction between or among Canadian Subsidiaries (other than Loan Parties), (b) transactions with any Person that is an Affiliate by reason of the ownership by AbitibiBowater or any of its Subsidiaries of Equity Interests of such Person, (c) customary fees paid, and reimbursement of reasonable expenses, to members of the board of directors of AbitibiBowater or any of its Subsidiaries, (d) customary compensation (including salaries and bonuses) paid, and reimbursement of reasonable expenses, to officers and employees of AbitibiBowater or any Subsidiary of AbitibiBowater, and (e) the transactions effected on the Effective Date in connection with the effectiveness of, and pursuant to the terms of, the Plan of Reorganization.
Transactions with Stockholders and Affiliates. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; PROVIDED that the foregoing restriction shall not apply to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries, (iii) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Company or any Subsidiary as determined in good faith by Company's Board of Directors or its senior management, (iv) Investments and Restricted Junior Payments permitted hereunder, (v) transactions between the Company and any of its Subsidiaries or between Subsidiaries, in each case, so long as no portion of the minority interest in such Subsidiary is owned by an Affiliate of Company (other than a wholly-owned Subsidiary or directors or officers of such Subsidiary that hold capital stock of such Subsidiary to the extent that local law requires a resident of such jurisdiction to own capital stock of such Subsidiary); PROVIDED such transactions are not otherwise prohibited hereunder and the Board of Directors of (x) Company, in the case of a transaction between Company and any of its non-wholly owned Subsidiaries, or (y) the applicable wholly-owned Subsidiary in the case of a transaction between a non-wholly owned Subsidiary and such wholly-owned Subsidiary, in each case shall determine in good faith that such transaction is fair to Company or such wholly-owned Subsidiary, as the case may be, or (vi) any agreement as in effect as of the Closing Date (as amended by any amendment thereto or any transaction contemplated thereby, in each case solely to the extent such agreement and such transactions are set forth in SCHEDULE 7.11; PROVIDED that (a) any such amended agreement thereto is not more disadvantageous to Company or any Subsidiary, as applicable, in any material respect than such original agre...
Transactions with Stockholders and Affiliates. Except for the transactions described on Schedule 7.11, Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries otherwise permitted hereunder, (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries or (iii) compensation for services provided as an officer or employee so long as such compensation is comparable to the amount which would be paid on an arm's length basis; provided further that, except as provided in subsection 7.1(vi), in no circumstances shall Company or its Subsidiaries repurchase shares of Company capital stock owned by Majority Shareholders unless required under Gaming Laws.
