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

Limitation on Transactions with Shareholders and Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer or any other Disposition of Property or assets, the rendering of any service, or the making of any payment, loan, capital contribution, advance or guarantee) with, or make any payment of any management, intellectual property, marketing, advisory, or other fees (any such transaction being an “Affiliate Transaction”) to or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted Subsidiary, or Loral, Loral Space & Communications Ltd., Loral SpaceCom, or any of their respective Affiliates, or Principia S.A. de C.V. or any of its Affiliates (any such Person, a “Related Person”), unless (x) the terms of such Affiliate Transaction are, with respect to the Company or such Restricted Subsidiary, (i) otherwise permitted under this First Priority Indenture and the other First Priority Documents, (ii) in the ordinary course of business of the Company or Restricted Subsidiary, as the case may be, and (iii) at least as favorable to the Company or such Restricted Subsidiary as those that could be obtained at the time of such transaction in arm’s length dealings with a Person who is not a Related Person; and (y) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date (a) in excess of U.S.$1 million in any fiscal year (other than any lease of transponder capacity to Mexico), (A) the Company shall deliver to the First Priority Indenture Trustee an Officer’s Certificate certifying that the Company has determined that such transaction meets the requirements specified in (x)(i) through (iii) above or (B) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors, and (b) in excess of U.S.$2 million in any fiscal year (including any lease of transponder capacity to Mexico), (A) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors or (B) the Affiliate Transaction shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Restricted Subsidiary. Any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) made on or after the Issue Date which in the aggregate exceed U.S.$5 million in any fiscal year, and any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) described in clause (y) (a) (B) or clause (y) (b) (A) above as to which there are no disinterested Board of Directors members, is subject to the further requirement that the Company obtain an opinion of an Independent Financial Advisor stating that the Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary. (b) The foregoing limitation in Section 4.19(a) does not limit, and shall not apply to Affiliate Transactions otherwise permitted under this First Priority Indenture and the other First Priority Documents to the extent that such Affiliate Transactions constitute (i) a transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Restricted Subsidiaries who are not employees of the Company or any Restricted Subsidiary, (iii) the grant of stock options or similar rights to acquire Capital Stock of the Company (other than Disqualified Stock of the Company) to employees and directors of the Company pursuant to plans approved by the Board of Directors; (iv) an agreement to provide broadcast telecommunications services to Affiliates of the Company in the ordinary course of business and at market rates approved by the Board of Directors; (v) any Restricted Payments not prohibited by Section 4.18, and (vi) any Affiliate Transaction in effect on the Issue Date included on Schedule I hereto and any renewal or replacement thereof provided that the terms of such renewal or refinancing are no less favorable to the Company or its Restricted Subsidiaries, as applicable, than the terms of the scheduled Affiliate Transaction or prior renewal or replacement thereof.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer or any other Disposition of Property or assets, the rendering of any service, or the making of any payment, loan, capital contribution, advance or guarantee) with, or make any payment of any management, intellectual property, marketing, advisory, or other fees (any such transaction being an “Affiliate Transaction”) to or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted Subsidiary, or Loral, Loral Space & Communications Ltd., Loral SpaceCom, or any of their respective Affiliates, or Principia S.A. de C.V. or any of its Affiliates (any such Person, a “Related Person”), unless (x) the terms of such Affiliate Transaction are, with respect to the Company or such Restricted Subsidiary, (i) otherwise permitted under this First Priority Indenture and the other First Priority Documents, (ii) in the ordinary course of business of the Company or Restricted Subsidiary, as the case may be, and (iii) at least as favorable to the Company or such Restricted Subsidiary as those that could be obtained at the time of such transaction in arm’s length dealings with a Person who is not a Related Person; and (y) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date (a) in excess of U.S.$1 $1 million in any fiscal year (other than any lease of transponder capacity to Mexico), (A) the Company shall deliver to the First Priority Indenture Trustee an Officer’s Certificate certifying that the Company has determined that such transaction meets the requirements specified in (x)(i) through (iii) above or (B) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors, and (b) in excess of U.S.$2 $2 million in any fiscal year (including any lease of transponder capacity to Mexico), (A) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors or (B) the Affiliate Transaction shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Restricted Subsidiary. Any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) made on or after the Issue Date which in the aggregate exceed U.S.$5 $5 million in any fiscal year, and any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) described in clause (y) (a) (B) or clause (y) (b) (A) above as to which there are no disinterested Board of Directors members, is subject to the further requirement that the Company obtain an opinion of an Independent Financial Advisor stating that the Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary. (b) The foregoing limitation in Section 4.19(a) does not limit, and shall not apply to Affiliate Transactions otherwise permitted under this First Priority Indenture and the other First Priority Documents to the extent that such Affiliate Transactions constitute (i) a transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Restricted Subsidiaries who are not employees of the Company or any Restricted Subsidiary, (iii) the grant of stock options or similar rights to acquire Capital Stock of the Company (other than Disqualified Stock of the Company) to employees and directors of the Company pursuant to plans approved by the Board of Directors; (iv) an agreement to provide broadcast telecommunications services to Affiliates of the Company in the ordinary course of business and at market rates approved by the Board of Directors; (v) any Restricted Payments not prohibited by Section 4.18, and (vi) any Affiliate Transaction in effect on the Issue Date included on Schedule I hereto hereto1 and any renewal or replacement thereof provided that the terms of such renewal or refinancing are no less favorable to the Company or its Restricted Subsidiaries, as applicable, than the terms of the scheduled Affiliate Transaction or prior renewal or replacement thereof.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary Group Member to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, lease or exchange or transfer or any other Disposition of Property property or assets, or the rendering of any service, or the making of any payment, loan, capital contribution, advance or guarantee) with, or make any payment of any management, intellectual property, marketing, advisory, or other fees (any such transaction being an “Affiliate Transaction”) to or for the benefit of, with any holder (or any Person known by the Company to be an Affiliate of such holder) of 105% or more of the any class of Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiaryGroup Member, or Loral, Loral Space & Communications Ltd., Loral SpaceCom, or any of their respective Affiliates, or Principia S.A. de C.V. or any of its Affiliates (any such Person, a “Related Person”), unless (x) the except upon fair and reasonable terms of such Affiliate Transaction are, with respect to the Company or such Restricted Subsidiary, (i) otherwise permitted under this First Priority Indenture and the other First Priority Documents, (ii) in the ordinary course of business of the Company or Restricted Subsidiary, as the case may be, and (iii) at least as no less favorable to the Company or such Restricted Subsidiary as those that Group Member than could be obtained obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in arm’s a comparable arm's-length dealings transaction with a Person who that is not such a Related Person; holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (y1) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date transactions (a) in excess of U.S.$1 million in any fiscal year (other than any lease of transponder capacity to Mexico), (A) the Company shall deliver to the First Priority Indenture Trustee an Officer’s Certificate certifying that the Company has determined that such transaction meets the requirements specified in (x)(i) through (iii) above or (B) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors, and (b) in excess of U.S.$2 million in any fiscal year (including any lease of transponder capacity to Mexico), (A) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors of the Company or (Bb) for which the Affiliate Transaction shall be confirmed by an Company or a Restricted Group Member delivers to the Trustee a written opinion of an Independent Financial Advisor a nationally recognized investment banking firm stating that the transaction is fair to be fair, the Company or such Restricted Group Member from a financial point of view, to the Company or such Restricted Subsidiary. Any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) made on or after the Issue Date which in the aggregate exceed U.S.$5 million in any fiscal year, and any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) described in clause (y) (a) (B) or clause (y) (b) (A) above as to which there are no disinterested Board of Directors members, is subject to the further requirement that the Company obtain an opinion of an Independent Financial Advisor stating that the Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary.; (b2) The foregoing limitation in Section 4.19(a) does not limit, and shall not apply to Affiliate Transactions otherwise permitted under this First Priority Indenture and the other First Priority Documents to the extent that such Affiliate Transactions constitute (i) a any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries, Subsidiaries of the Company; (ii3) the payment of reasonable and customary compensation and regular fees to directors of the Company and the Restricted Subsidiaries who are not employees of the Company Company; (4) any payments or other transactions pursuant to any Restricted Subsidiary, (iii) the grant of stock options or similar rights to acquire Capital Stock of tax-sharing agreement between the Company (and any other than Disqualified Stock of the Company) to employees and directors of Person with which the Company pursuant to plans approved by the Board of Directors; (iv) an agreement to provide broadcast telecommunications services to Affiliates of files a consolidated tax return or with which the Company in the ordinary course is part of business and at market rates approved by the Board of Directors; a consolidated group for tax purposes; (v5) any Restricted Payments not prohibited by Section 4.18, and 4.04; (vi6) any Affiliate Transaction payments or other transactions pursuant to the Overhead Services Agreement as in effect on the Issue Date included on Schedule I hereto and Closing Date; 49 56 (7) any renewal or replacement thereof provided that the terms of such renewal or refinancing are no less favorable to transaction between the Company or its any Restricted SubsidiariesGroup Member and Nextel; provided that such transaction is on an arm's-length basis and in the ordinary course of business; or (8) any transaction or series of related transactions involving consideration or payments of less than $10 million. Notwithstanding the foregoing, as applicableany transaction covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (8) of this paragraph, than the terms aggregate amount of which exceeds $10 million in value, must be approved or determined to be fair in the scheduled Affiliate Transaction manner provided for in clause (1)(a) or prior renewal or replacement thereof(b) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Under the terms of the 10-Year Notes Indenture, the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease, exchange or transfer or any other Disposition of Property property or assets, the rendering of any service, or the making of any payment, loan, capital contribution, advance or guarantee) with, or make any payment of any management, intellectual property, marketing, advisory, or other fees (any such transaction being an “Affiliate Transaction”) to or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or of any Restricted SubsidiarySubsidiary (together, or Loral, Loral Space & Communications Ltd., Loral SpaceCom, or any of their respective Affiliates, or Principia S.A. de C.V. or any of its Affiliates (any such Person“Related Persons” and each, a “Related Person”), unless (x) the terms of such Affiliate Transaction are, with respect to the Company or such Restricted Subsidiary, Subsidiary (i) otherwise permitted under this First Priority Indenture and the other First Priority Documents, (ii) in the ordinary course of business of the Company or Restricted Subsidiary, as the case may be, and (iii) are at least as favorable to the Company or such Restricted Subsidiary as those that could be obtained at the time of such transaction in arm’s length dealings with a Person who is not a Related Person; , and (yii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date (a) in excess of U.S.$1 U.S.$10 million in any fiscal year (other than any lease of transponder capacity to Mexico)year, (A) the Company shall deliver to the First Priority Indenture Trustee an Officer’s Certificate certifying that the Company has determined that such transaction meets the requirements specified in (x)(i) through (iii) above or (B) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors, and (b) in excess of U.S.$2 million in any fiscal year (including any lease of transponder capacity to Mexico), (A) the Affiliate Transaction shall be approved by a majority of the disinterested members of the Board of Directors of the Company, or if no such disinterested directors exist with respect to such transaction (B) the Affiliate Transaction or series of transactions), shall be confirmed by an opinion of an Independent Financial Advisor to be fair, from a financial point of view, to the Company or such Restricted Subsidiary. Any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) made on or after the Issue Date which in the aggregate exceed U.S.$5 million in any fiscal year, and any Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) described in clause (y) (a) (B) or clause (y) (b) (A) above as to which there are no disinterested Board of Directors members, is subject to the further requirement that the Company obtain an opinion of an Independent Financial Advisor stating that the Affiliate Transaction (or series of related transactions involving one or more Affiliate Transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary. (b) The foregoing limitation in Section 4.19(a) does not limit, and shall not apply to Affiliate Transactions otherwise permitted under this First Priority Indenture and the other First Priority Documents to the extent that such Affiliate Transactions constitute (i) a any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries, (ii) payment of reasonable and customary compensation and fees to directors of the Company and the Restricted Subsidiaries who are not employees of the Company or any Restricted Subsidiary, or (iii) the grant of stock options or similar rights to acquire Capital Stock of the Company (other than Disqualified Stock of the CompanyStock) to employees and directors of the Company pursuant to plans approved by the Board of Directors; Directors provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (ivexclusive of any shares of Capital Stock or similar rights required to be issued by law) an agreement to provide broadcast telecommunications services to Affiliates shall not exceed 2.5% of the outstanding Common Stock of the Company in on a fully diluted basis at the ordinary course date of business and at market rates approved by the Board of Directors; (v) any Restricted Payments not prohibited by Section 4.18, and (vi) any Affiliate Transaction in effect on the Issue Date included on Schedule I hereto and any renewal or replacement thereof provided that the terms of such renewal or refinancing are no less favorable to the Company or its Restricted Subsidiaries, as applicable, than the terms of the scheduled Affiliate Transaction or prior renewal or replacement thereofdetermination.”