Common use of Transactions with Stockholders and Affiliates Clause in Contracts

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. 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 110 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. Company shall not, and shall not permit any Except to the extent specifically permitted by the terms of its Subsidiaries tothis Agreement, directly or indirectly, 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 105% or more of the voting Securities any class of Parent or Company equity securities of such Person or with any Affiliate of Parent such Person or Company of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, such Person than those that might could be obtained at the time from Persons who that are not such a holder or Affiliate; , PROVIDED that the foregoing restriction shall not apply to (ia) any transaction between Company and or among the Loan Parties or any transaction between or among Foreign Subsidiaries, (b) any transaction or series of its Wholly-Owned Subsidiaries transactions between or between among either Borrower and/or any of its Wholly-Owned Subsidiaries; Subsidiary on a basis that is not systematically disadvantageous to either Borrower or any other Loan Party, (iic) reasonable and customary fees paid to members of the Boards Board of Directors of Company and its either Borrower or any of the Subsidiaries; , (iiid) 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 compensation (including payments of the fee in respect of advisory services contemplated in subsection 7.5(iii)); (vsalaries and bonuses) the payment of reasonable and customary fees and reimbursement of expenses payable paid to directors of Parent; (vi) employment arrangements with respect to the procurement of services of directors, officers and employees of either Borrower or any Subsidiary, (e) management and financial services provided by Stone to the Subsidiaries and other entities in which Stone has Investments to the extent that such services are provided by Stone in the ordinary course of its business and senior management of Stone has determined that the payment providing of reasonable fees such services is in connection therewith; the best interests of Stone, (viif) 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; Receivables Program Documents, (g) the MBI Transaction, (h) the JSC Transaction and (ixi) any payments made pursuant to the executionTax Sharing Agreement so long as the amounts payable thereunder by Stone and its Subsidiaries shall not exceed the amount that Stone and its Subsidiaries would be required to pay in respect of Federal, delivery state, provincial and performance of the agreements listed on Schedule 7.12local taxes were they to pay such taxes as stand-alone taxpayers.

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 121 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.