Disposal of Ownership of a Subsidiary. The Company will not, and will not permit any of the Subsidiaries to, Transfer any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof), nor will the Company permit any such Subsidiary to issue or Transfer any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to:
(i) the issue of directors’ qualifying shares by any such Subsidiary;
(ii) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) of the definition of “Asset Disposition”; and
(iii) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if:
(A) such Transfer satisfies the requirements of Section 10.7(a) hereof,
(B) in connection with such Transfer the entire investment (whether represented by stock, Debt, claims or otherwise) of the Company and the other Subsidiaries in such Subsidiary is sold, transferred or otherwise disposed of to a Person other than (1) the Company, (2) another Subsidiary not being simultaneously disposed of, or (3) an Affiliate, and
(C) the Subsidiary being disposed of has no continuing investment in any other Subsidiary not being simultaneously disposed of or in the Company.
Disposal of Ownership of a Subsidiary. The Borrower will not, and will not permit any of its Subsidiaries to, sell or otherwise dispose of any Subsidiary Shares, nor will the Borrower permit any such Subsidiary to issue, sell or otherwise dispose of any shares of its own share capital, provided that the foregoing restrictions do not apply to:
(i) the issue of directors’ qualifying shares by any such Subsidiary;
(ii) any such Transfer of Subsidiary Shares constituting a Transfer described in clause (a) of the definition of “Asset Disposition”; and
(iii) the Transfer of the Subsidiary Shares of a Subsidiary of the Borrower owned by the Borrower and its other Subsidiaries; provided that such Transfer satisfies the requirements of Section 9.2(h).
Disposal of Ownership of a Subsidiary. The Issuer will not, and will not permit the Parent Company or any Subsidiary to, sell or otherwise dispose of any Subsidiary Shares, nor will the Issuer, or will the Issuer permit any Subsidiary to, issue, sell or otherwise dispose of any shares of its own share capital, nor will the Issuer suffer any such sale, disposition or issuance to occur, provided that the foregoing restrictions do not apply to:
(a) the issue of directors' qualifying shares by any Subsidiary;
(b) any Transfer of Subsidiary Shares constituting a Transfer described in clause (a) of the definition of "Asset Disposition;" and
(c) the Transfer of the Subsidiary Shares of a Subsidiary of the Parent Company owned by the Parent Company and its other Subsidiaries; provided that such Transfer satisfies the requirements of SECTION 10.5 including, without limitation, the requirement that, in connection with any Debt Prepayment Application of the Net Proceeds Amount from any such Transfer, the Issuer comply with SECTION 8.7.
Disposal of Ownership of a Subsidiary. The Company will not at any time, and will not at any time permit any Restricted Subsidiary to, sell or otherwise dispose of any shares of the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of a Restricted Subsidiary (said stock, options, warrants and other Securities herein called "Restricted Subsidiary Stock"), nor will any Restricted Subsidiary issue, sell or otherwise dispose of any shares of its own Restricted Subsidiary Stock, if the effect of the transaction would be to reduce the direct or indirect proportionate interest of the Company or its other Subsidiaries in the outstanding Restricted Subsidiary Stock of the Restricted Subsidiary whose shares are the subject of the transaction, provided that the foregoing restrictions do not apply to:
(i) the issue of directors' qualifying shares; and
(ii) the sale for a cash consideration to a Person (other than directly or indirectly to an Affiliate) of the entire Investment (whether represented by stock, debt, claims or otherwise) of the Company and its other Restricted Subsidiaries in such Restricted Subsidiary, if all of the following conditions are met:
(A) such sale satisfies the requirements of clause (i) of Section 7.4(b) of this Agreement;
(B) in the good faith opinion of the Board of Directors of the Company, the sale is for Fair Market Value and is in the best interests of the Company;
(C) the Subsidiary being disposed of has no continuing Investment in any other Subsidiary not being simultaneously disposed of or in the Company; and
Disposal of Ownership of a Subsidiary. Borrower will not, and will not permit any of its Subsidiaries to, sell or otherwise dispose of any Subsidiary Stock, nor will Borrower permit any such Subsidiary to issue, sell or otherwise dispose of any of its own Subsidiary Stock provided that the foregoing restrictions do not apply to:
(a) the issue of directors’ qualifying shares by any such Subsidiary;
(b) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) or clause (b) of the definition of “Asset Disposition”; and
(c) the Transfer of all of the Subsidiary Stock of a Subsidiary of Borrower owned by Borrower and its other Subsidiaries if:
(i) such Transfer satisfies the requirements of Section 10.06(a)(iii) hereof,
(ii) in connection with such Transfer the entire investment (whether represented by stock or other equity interests, Debt, claims or otherwise) of the Company and its other Subsidiaries in such Subsidiary is sold, transferred or otherwise disposed of to a Person other than (A) Borrower, (B) another Subsidiary not being simultaneously disposed of, or (C) an Affiliate,
(iii) the Subsidiary being disposed of has no continuing investment (whether represented by stock or other equity interests, Debt, claims or otherwise) in any other Subsidiary of Borrower not being simultaneously disposed of or in Borrower, and
(iv) immediately after giving effect to such Transfer no Default or Event of Default shall have occurred and be continuing and the Company would be permitted by the provisions of Section 10.02 hereof to incur at least $1.00 of additional Funded Debt owing to a Person other than a Subsidiary of Borrower.
Disposal of Ownership of a Subsidiary. The Company will not, and will not permit any of its Subsidiaries to, sell or otherwise dispose of any Subsidiary Shares, nor will the Company permit any such Subsidiary to issue, sell or otherwise dispose of any shares of its own share capital, provided that the foregoing restrictions do not apply to:
(a) the issue of directors’ qualifying shares by any such Subsidiary;
(b) any such Transfer of Subsidiary Shares constituting a Transfer described in clause (a) of the definition of “Asset Disposition”; and
(c) the Transfer of the Subsidiary Shares of a Subsidiary of the Company owned by the Company and its other Subsidiaries; provided that such Transfer satisfies the requirements of Section 10.8, including without limitation, the requirement that the Company shall not be permitted to apply the Net Proceeds Amount for any Transfer to a Debt Prepayment Application if, as a result thereof, the Company will have prepaid more than 25% of the original principal amount of the Notes within five years from the date of the Closing.
Disposal of Ownership of a Subsidiary. The Company will not, and will not permit any Subsidiary to, at any time, sell or otherwise dispose of any shares of the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of a Subsidiary (said stock, options, warrants and other Securities herein called "Subsidiary Stock"), nor will it permit any Subsidiary to issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, if the effect of the transaction would be to reduce the proportionate interest of the Company and the other Subsidiaries in the outstanding Subsidiary Stock of the Subsidiary whose shares are the subject of the transaction, provided that the foregoing restrictions do not apply to:
(i) the issue of directors' qualifying shares; and
(ii) the sale for an Acceptable Consideration of the entire Investment (whether represented by stock, debt, claims or otherwise) of the Company and its other Subsidiaries in any Subsidiary, if all of the following conditions are met:
(A) such sale satisfies the requirements of a Transfer under subclause (vi) of clause (b) below;
(B) in the good faith opinion of the Board of Directors, such sale is in the best interests of the Company; and
(C) the Subsidiary being disposed of has no continuing Investment in any other Subsidiary not being simultaneously disposed of or in the Company.
Disposal of Ownership of a Subsidiary. The Company will not, and will not permit any of its Subsidiaries to, Transfer any shares of Subsidiary Stock, nor will the Company permit any such Subsidiary to Transfer any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to:
(a) the issue of directors’ qualifying shares by any such Subsidiary;
(b) the Transfer of Subsidiary Stock to the Company or a Wholly-Owned Subsidiary;
(c) the Transfer of Subsidiary Stock by the Company if (i) such Transfer satisfies the requirements of Section 8.4 and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(d) the Transfer to a member-patron of the Company of Subsidiary Stock of a Subsidiary whose assets were acquired by such Subsidiary with the intent and purpose of transferring to a member-patron such assets or the Subsidiary Stock of such Subsidiary, if the Company gives the Noteholders a notice of such intent and purpose within 30 days after such acquisition, and such Subsidiary Stock is so Transferred within 18 months after the acquisition by such Subsidiary of such assets; or
(e) any Subsidiary which is not a Subsidiary Guarantor.
Disposal of Ownership of a Subsidiary. The Borrower will not, ------------------------------------- and will not permit any of its Subsidiaries to, Transfer any of its Subsidiary Stock nor will the Borrower permit any such Subsidiary to Transfer any shares of its own capital stock or equity interests, provided -------- that the foregoing restriction does not apply to:
Disposal of Ownership of a Subsidiary. The Borrower will not, and will not permit the Company or any Subsidiary to, sell or otherwise dispose of any Subsidiary Shares, nor will the Borrower, or will the Borrower permit any Subsidiary to issue, sell or otherwise dispose of any shares of its own share capital, nor will the Borrower suffer any such sale, disposition or issuance to occur, provided that the foregoing restrictions do not apply to:
(i) the issue of directors' qualifying shares by any Subsidiary;
(ii) any such Transfer of Subsidiary Shares constituting a Transfer described in clause (a) of the definition of "Asset Disposition"; and
(iii) the Transfer of the Subsidiary Shares of a Subsidiary of the Company owned by the Company and its other Subsidiaries; provided that such Transfer satisfies the requirements of Section 9.2(e).
