Common use of Restrictions on Transactions Clause in Contracts

Restrictions on Transactions. with Affiliates and ------------------------------------------------ Unrestricted Subsidiaries. ------------------------- (a) The Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction or series of related transactions with any Affiliate or Unrestricted Subsidiary of the Company, unless: (i) the terms thereof are no less favorable to the Company or such Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction with an unrelated Person, (ii) if the amount of such transaction or the aggregate amount of such series of related transactions is greater than $1,000,000, such transaction or series of related transactions shall have been approved as meeting such standard, in good faith, by a majority of the disinterested members of the Board of Directors of the Company evidenced by a Board Resolution, and (iii) if the amount of such transaction or the aggregate amount of such series of related transactions is greater than $5,000,000, the Company or such Subsidiary, as the case may be, shall have received an opinion that such transaction or series of related transactions is fair to the Company or such Subsidiary, as the case may be, from a financial point of view, from an independent investment banking, appraisal or accounting firm of national standing selected by the Company (which, in the good faith judgment of the Board of Directors of the Company, is qualified to perform such task). (b) The provisions contained in Section 4.08(a) shall not apply to: (i) the making of any Restricted Payments, Restricted Investments and Unrestricted Subsidiary Investments otherwise permitted by Section 4.09, (ii) compensation (in the form of reasonable director's fees and reimbursement or advancement of reasonable out-of-pocket expenses) paid to any director of the Company or its Subsidiaries for services rendered in such Person's capacity as a director and indemnification and directors' and officers' liability insurance provided in connection therewith, and (iii) compensation, indemnification and other benefits paid or provided to officers and employees of the Company or its Subsidiaries for services rendered consistent with the Company's practices on the date of this Indenture or comparable to those generally paid or provided by entities engaged in the same or similar businesses (including reimbursement or advancement of reasonable out-of-pocket expenses and the provision of directors' and officers' liability insurance).

Restrictions on Transactions. with Affiliates -------------------------------------------- and ------------------------------------------------ Unrestricted Subsidiaries. ------------------------------------------------------ (a) The Company shall not, and shall not permit any of its Subsidiaries or its Non-Affiliate Joint Ventures to, enter into any transaction or series of related transactions with any Affiliate or Unrestricted Subsidiary of the Company, unless: (i) the terms thereof are no less favorable to the Company Company, such Subsidiary or such SubsidiaryNon-Affiliate Joint Venture, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction with an unrelated Person, (ii) if the amount of such transaction or the aggregate amount of such series of related transactions is greater than $1,000,000, such transaction or series of related transactions shall have been approved as meeting such standard, in good faith, by a majority of the disinterested independent members of the Board of Directors of the Company evidenced by a Board Resolution, Resolution and (iii) if the amount of such transaction or the aggregate amount of such series of related transactions is greater than $5,000,00010,000,000 (which amount shall be calculated excluding the amount of Principal Products transferred to or from an Unrestricted Subsidiary in accordance with the proviso at the end of this clause (iii)), the Company or Company, such SubsidiarySubsidiary and/or such Non-Affiliate Joint Venture, as the case may be, shall have received an opinion that such transaction or series of related transactions is fair to the Company or Company, such SubsidiarySubsidiary and/or such Non-Affiliate Joint Venture, as the case may be, from a financial point of view, from an independent investment banking, appraisal or accounting banking firm of national standing selected by the Company (whichCompany, provided that, in the good faith judgment case of this clause (iii), the Board Company, such Subsidiary and/or such Non-Affiliate Joint Venture shall not be required to procure any such opinion to the extent that such transaction involves the purchase or sale for cash of Directors Principal Products from or to an Unrestricted Subsidiary (which Principal Products are used by the purchaser thereof in its operations in the ordinary course of business). The Company shall deliver to the Trustee, within 60 days after the end of each fiscal quarter of the Company, is qualified an Officers' Certificate which (x) shall specify the aggregate dollar amount of transactions (other than transactions referred to perform in Section 4.08(b) or in the proviso at the end of clause (iii) of this Section 4.08(a)) with Affiliates or Unrestricted Subsidiaries of the Company occurring during such taskfiscal quarter, and (y) with respect to any transaction with an Affiliate or Unrestricted Subsidiary of the Company, or series of related transactions (other than transactions referred to in Section 4.08(b) or in the proviso at the end of clause (iii) of this Section 4.08(a)) with Affiliates or Unrestricted Subsidiaries of the Company, occurring during such fiscal quarter, shall briefly describe such transaction or transactions. (b) The provisions contained in the foregoing paragraphs of this Section 4.08(a) 4.08 shall not apply to: (i) the making of any Restricted Payments, Restricted Investments and Unrestricted Subsidiary Investments otherwise permitted by Section 4.094.09 (other than 4.09(b)(IV)), (ii) the making of payments permitted by the Tax Sharing Agreements, (iii) the making of payments to MAXXAM for reimbursement for actual services provided thereby to the Company or its Subsidiaries or Non-Affiliate Joint Ventures based on actual costs and an allocable share of overhead expenses, (iv) compensation (in the form of reasonable director's fees and reimbursement or advancement of reasonable out-of-pocket expenses) paid to any director of the Company or its Subsidiaries or Non-Affiliate Joint Ventures for services rendered in such Personperson's capacity as a director and indemnification and directors' and officers' liability insurance provided in connection therewith, and, (iiiv) compensation, indemnification and other benefits paid or provided made available to officers and employees of the Company or its Subsidiaries or Non-Affiliate Joint Ventures for services rendered consistent with the Company's practices on the date of this Indenture or actually rendered, comparable to those generally paid or provided made available by entities engaged in the same or similar businesses (including reimbursement or advancement of reasonable out-of-pocket expenses and the provision of directors' and officers' liability insurance), (vi) loans to officers, directors and employees of the Company or its Subsidiaries for business or personal purposes and other loans and advances to such officers, directors and employees for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past practices of the Company and its Subsidiaries, (vii) any amendment to the Existing Intercompany Note that extends the maturity thereof or reduces the interest rate thereon, or any other amendment thereto that does not materially adversely affect the holders of the Notes, (viii) the dividend by the Company of all or any portion of the Existing Intercompany Note and accrued interest thereon, (ix) any merger, consolidation, transfer or sale permitted by Section 11.01(b), and (x) any amendment to the Tax Sharing Agreements, provided that a majority of the independent members of the Board of Directors of the Company evidenced by a Board Resolution determines that such amendment would not materially adversely affect the holders of the Notes.