Common use of Limitation on Transactions with Shareholders and Affiliates Clause in Contracts

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTION"), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.

Appears in 3 contracts

Samples: Indenture (Century Aluminum Co), Supplemental Indenture (Sybron Dental Specialties Inc), Indenture (Century Aluminum Co)

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Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Voting Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTIONRelated Party Transaction"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company or the Restricted Subsidiary than could be obtained at that time in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.

Appears in 2 contracts

Samples: Indenture (Vitro Sa De Cv), Vitro Sa De Cv

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTION"“Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.

Appears in 2 contracts

Samples: Intercreditor Agreement (Century California, LLC), Supplemental Indenture (Century Aluminum Co)

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or of any Restricted Subsidiary involving aggregate payments or consideration in excess of $5.0 million (each such person, a "RELATED PARTY TRANSACTION"“Related Person” and, each such transaction, a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.

Appears in 2 contracts

Samples: Indenture (Lender Processing Services, Inc.), Supplemental Indenture (RealEC Technologies, Inc.)

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTION"“Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.

Appears in 1 contract

Samples: Collateral Agency Agreement (Century Aluminum Co)

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $10 million with any holder (x) any holder, or any Affiliate of any such holder, ) of 5% or more of any class of Capital Stock of the Company or (y) any Subsidiary of the Company or with any Affiliate of the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTION")of the Company, except upon fair and reasonable terms no less favorable to the Company or the such Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate of the Company.Affiliate. The foregoing limitation does not limit, and shall not apply to:

Appears in 1 contract

Samples: Indenture (Pueblo Xtra International Inc)

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Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTION"“Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a 63 comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.

Appears in 1 contract

Samples: Intercreditor Agreement (Century Aluminum Co)

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTION"“Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm'sarm’s-length transaction with a Person that is not an Affiliate of the Company.

Appears in 1 contract

Samples: Intercreditor Agreement (Century Aluminum Co)

Limitation on Transactions with Shareholders and Affiliates. (a) The the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with (x) any holder, or any Affiliate of any holder, of 510% or more of any class of Capital Stock of the Company or (y) any Affiliate of either the Company or any Restricted Subsidiary (a "RELATED PARTY TRANSACTION"), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company.

Appears in 1 contract

Samples: Indenture (McDermott International Inc)

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