Common use of Disposal of Ownership of a Subsidiary Clause in Contracts

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 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(a10.8(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 Company and the Parent will not, and will not permit any of the Subsidiaries Restricted Subsidiary to, Transfer sell or otherwise dispose of any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof)Stock, nor will the Company or the Parent permit any such Restricted Subsidiary to issue issue, sell or Transfer otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (ia) the issue of directors’ ' qualifying shares by any such Restricted Subsidiary; (iib) any such Transfer of Subsidiary Stock constituting an Intergroup Transfer; (c) any Distribution of Subsidiary Stock that does not constitute a Transfer described in clause (a) of the definition of “Asset Disposition”Restricted Payment; and (iiid) the Transfer of all of the Subsidiary Stock of a Restricted Subsidiary of the Company or the Parent owned by the Company or the Parent, as the case may be, and the their other Restricted Subsidiaries if: : (Ai) such Transfer satisfies the requirements of Section 10.7(a) hereof, 10.3(c), (Bii) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) of the Company or the Parent and the their other Restricted Subsidiaries in such Restricted Subsidiary is sold, transferred or otherwise disposed of to a Person other than (1A) the CompanyCompany or the Parent, (2B) another Restricted Subsidiary not being simultaneously disposed of, or (3C) an Affiliate, and and (Ciii) the Restricted Subsidiary being disposed of has no continuing investment Investment in any other Restricted Subsidiary not being simultaneously disposed of or in the CompanyCompany or the Parent.

Disposal of Ownership of a Subsidiary. The Parent and the Company will not, and will not permit any of the Subsidiaries other Subsidiary to, Transfer sell or otherwise dispose of any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof)Stock, nor will the Parent or the Company permit any such Subsidiary to issue issue, sell or Transfer otherwise dispose of any shares of its own Subsidiary Stock, provided 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 Parent and the other Subsidiaries if: (A) such Transfer satisfies the requirements of Section 10.7(a) hereof6.8(a)(iii), (B) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) of the Company Parent and the other Subsidiaries in such Subsidiary is sold, transferred or otherwise disposed of to a Person other than (1x) the Company, (2y) another Subsidiary not being simultaneously disposed of, or (3z) an Affiliate, and (C) the Subsidiary being disposed of has no continuing investment Investment in any other Subsidiary not being simultaneously disposed of or in the CompanyParent.

Disposal of Ownership of a Subsidiary. The Company will not, and will not permit any of the its Subsidiaries to, Transfer sell or otherwise dispose of any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof)Stock, nor will the Company permit any such Subsidiary to issue issue, sell or Transfer otherwise dispose of any shares of its own Subsidiary Stock, provided PROVIDED that the foregoing restrictions do not apply to: (ia) the issue of directors’ ' qualifying shares by any such Subsidiary; (iib) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) of the definition of “"Asset Disposition”"; and (iiic) the Transfer of all of the Subsidiary Stock of a Subsidiary of the Company owned by the Company and the its other Subsidiaries if: (Ai) such Transfer satisfies the requirements of Section 10.7(a) 10.5 hereof, (Bii) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) of the Company and the its other Subsidiaries in such Subsidiary is sold, transferred or otherwise disposed of to a Person other than (1A) the Company, (2B) another Subsidiary not being simultaneously disposed of, or (3C) an Affiliate, and (Ciii) the Subsidiary being disposed of has no continuing investment Investment in any other Subsidiary of the Company not being simultaneously disposed of or in the Company. Notwithstanding the foregoing, the Company shall at all times cause the Guarantor to be a Subsidiary of the Company PROVIDED that the foregoing shall not prohibit any transaction otherwise permitted by Section 10.2 hereof.

Disposal of Ownership of a Subsidiary. The Company will not, and will not permit any of the Subsidiaries Subsidiary to, Transfer sell or otherwise dispose of any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof)Stock, nor will the Company permit any such Subsidiary to issue issue, sell or Transfer otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (ia) the issue of directors’ ' qualifying shares by any such Subsidiary; (iib) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) of the definition of “"Asset Disposition”"; and (iiic) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the its other Subsidiaries if: (A1) such Transfer satisfies the requirements of Section 10.7(a) 10.8 hereof, (B2) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) of the Company and the its other Subsidiaries in such Subsidiary is sold, transferred or otherwise disposed of to a Person other than (1i) the Company, (2ii) another Subsidiary not being simultaneously disposed of, of or (3iii) an Affiliate, and (C3) the Subsidiary being disposed of has no continuing investment Investment in any other Subsidiary of the Company 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 the its Subsidiaries to, Transfer sell or otherwise dispose of any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof)Stock, nor will the Company permit any such Subsidiary to issue issue, sell or Transfer otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (ia) the issue of directors’ qualifying shares by any such Subsidiary; (iib) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) of the definition of “‘‘Asset Disposition”’’; and (iiic) the Transfer of all of the Subsidiary Stock of a Subsidiary of the Company owned by the Company and the its other Subsidiaries if: (Ai) such Transfer satisfies the requirements of Section 10.7(a) hereof10.10 here- of, (Bii) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) of the Company and the its other Subsidiaries in such Subsidiary is sold, transferred trans- ferred or otherwise disposed of to a Person other than (1A) the CompanyCompa- ny, (2B) another Subsidiary not being simultaneously disposed of, or (3C) an Affiliate, and (Ciii) the Subsidiary being disposed of has no continuing investment Invest- ment in any other Subsidiary of the Company 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 the Subsidiaries Subsidiary to, Transfer any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof)Stock, nor will the Company permit any such Subsidiary to issue issue, sell or Transfer otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (ia) the issue issuance of directors’ ' qualifying shares by any such Subsidiary; (iib) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) of the definition of “"Asset Disposition”"; and (iiic) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if: (Ai) such Transfer satisfies the requirements of Section 10.7(a) hereof6.9, (Bii) in connection with such Transfer the entire investment 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 (1A) the Company, (2B) another Subsidiary not being simultaneously disposed of, or (3C) an Affiliate, and (Ciii) the Subsidiary being disposed of has no continuing investment 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 the its 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(a10.3(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 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(a10.8(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 Company will not, and will not permit any of the Subsidiaries Subsidiary to, Transfer sell or otherwise dispose of any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof)Stock, nor will the Company permit any such Subsidiary to issue issue, sell or Transfer otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (ia) the issue of directors’ qualifying shares by any such Subsidiary; (iib) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) of the definition of “Asset Disposition”; and (iiic) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the its other Subsidiaries if: (A1) such Transfer satisfies the requirements of Section 10.7(a) 10.8 hereof, (B2) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) of the Company and the its other Subsidiaries in such Subsidiary is sold, transferred or otherwise disposed of to a Person other than (1i) the Company, (2ii) another Subsidiary not being simultaneously disposed of, of or (3iii) an Affiliate, and (C3) the Subsidiary being disposed of has no continuing investment Investment in any other Subsidiary of the Company 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 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(a10.8(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.THE J.M. XXXXXXX XXXPANY NOTE PURCHASE AGREEMENT