Common use of Transactions with Stockholders and Affiliates Clause in Contracts

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.