Common use of Transactions with Stockholders and Affiliates Clause in Contracts

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 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 PlanPlan and (g) the Restatement Date Transactions.

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 that are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between such Person and or among the Loan Parties or, on or after the Stone Transaction Date, any of its Material Subsidiaries transaction between or between any of its Material among Foreign 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) any payments made pursuant to the Tax Sharing AgreementAgreement so long as the amounts payable thereunder by the Borrower and its Subsidiaries shall not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of Federal, state and local taxes were they to pay such taxes as stand-alone taxpayers, (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, (g) the 1992 Holdings Restatement Date Transactions (as defined in the Original Credit Agreement), (h) the issuance of the Indebtedness permitted under Sections 7.01(r) and (s) and payments in respect thereof and the granting of any Liens permitted under Section 7.02(a)(viii), (i) the contribution by SSCC of approximately twenty-five million (25,000,000) shares of the common stock of SSCC to Stone in connection with the acquisition of St. Laurent Paperboard, Inc., a Canadian federal corporation, (j) the issuance of the SSCC Series A Preferred Stock, (k) the Stone Transaction, (l) on or after the Stone Transaction Date, the Registration Rights Agreement MBI Transaction (as defined in the Stone Credit Agreement) and (m) any transaction or series of transactions between or among the 1992 Stock Option PlanBorrower and any of its Subsidiaries on a basis that is not systematically disadvantageous to the Borrower or any other Loan Party.

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, (g) the Restatement Date Transactions (as defined in the Existing Credit Agreement), (h) the issuance of the Indebtedness permitted under Sections 7.01(r) and (s) and payments in respect thereof and the granting of any Liens permitted under Section 7.02(a)(viii), (i) the contribution by SSCC of approximately twenty-five million (25,000,000) shares of the common stock of SSCC to Stone in connection with the acquisition of St. Laurent Paperboard, Inc., a Canadian federal corporation, and (j) the payment of the Stone Series E Preferred Payment and the issuance of the SSCC Series A Preferred Stock.