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Common use of Disposal of Subsidiary Interests Clause in Contracts

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 7 contracts

Samples: Credit Agreement (FutureFuel Corp.), Credit Agreement (FutureFuel Corp.), Credit Agreement (Orion Group Holdings Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 8.10 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 5 contracts

Samples: Credit Agreement (Hibbett Inc), Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc)

Disposal of Subsidiary Interests. Except for any sale or other disposition of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with permitted by the provisions of Section 8.9 6.08 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any Lien on or disposition of its Subsidiaries toequity interests in a Technology Entity pursuant to a Technology Acquisition Claw-Back, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 5 contracts

Samples: Term Loan Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.), Revolving Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.), Credit and Guaranty Agreement (Fmsa Holdings Inc)

Disposal of Subsidiary Interests. Except for any contribution or sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing 6.9 or pursuant to the ObligationsCollateral Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Xerium Technologies Inc), Revolving Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing 6.9 or pursuant to the ObligationsCollateral Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and 6.9 and, on or prior to the Initial Note Date, except for the Permitted Liens securing the Obligationsobligations under the Goldman NPA and the documents related thereto, no Credit Note Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors Directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Note Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors Directors if required by Applicable Lawsapplicable law.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Ontrak, Inc.), Master Note Purchase Agreement (Ontrak, Inc.), Master Note Purchase Agreement (Acuitas Group Holdings, LLC)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, : (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 3 contracts

Samples: Credit Agreement (Heritage Insurance Holdings, Inc.), Credit Agreement (Heritage Insurance Holdings, Inc.), Credit Agreement (Heritage Insurance Holdings, Inc.)

Disposal of Subsidiary Interests. Except as permitted by Section 5.2 or for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.09, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents, nonconsensual Permitted Liens and to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents, nonconsensual Permitted Liens or to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Prommis Solutions Holding Corp.), Credit and Guaranty Agreement (Prommis Solutions Holding Corp.), Purchase Agreement (Prommis Solutions Holding Corp.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations8.08, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except except, in the case of clauses (a) and (b), to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Credit Agreement (HealthSpring, Inc.), Credit Agreement (HealthSpring, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9 or with respect to Permitted Liens, no Credit Loan Party shall, nor shall it permit any of its Borrower’s Subsidiaries to, in each case solely with respect to the interests of or in Loan Party, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Loan Agreement (Arrowhead Pharmaceuticals, Inc.), Financing Agreement (Arrowhead Pharmaceuticals, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.8 (including pursuant to the Game Crazy IPO) and except for Liens securing the Obligationspermitted under Sections 6.2(a) and 6.2(l), no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its SubsidiariesSubsidiaries (other than Real Estate Guarantors), except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (Movie Gallery Inc), Revolving Credit and Guaranty Agreement (Movie Gallery Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.08 or with respect to any Permitted Lien, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable Requirements of Law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable Requirements of Law.

Appears in 2 contracts

Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.8 and except for Liens securing the ObligationsPermitted Liens, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Aeroflex Inc), Credit and Guaranty Agreement (Aeroflex Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its the Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiariesthe Guarantor Subsidiaries or any Approved Captive Insurance Subsidiary, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiariesthe Guarantor Subsidiaries or any Approved Captive Insurance Subsidiary, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Mariner Health Care Inc), Credit and Guaranty Agreement (Mariner Health Care Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.07, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents and to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents and to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.), Credit and Guaranty Agreement (Tumi Holdings, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law, or for Liens permitted pursuant to Sections 6.2(a), (q), (r) and (s) and any non-consensual Liens arising by operation of law.

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (Alion Science & Technology Corp), Second Lien Credit and Guaranty Agreement (Alion Science & Technology Corp)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 8.11 and except for Liens securing the Obligations, no Credit Party shallthe Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 2 contracts

Samples: Credit Agreement (MSP Recovery, Inc.), Credit Agreement (MSP Recovery, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries or the European Group Members to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party Group Member (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.), Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)

Disposal of Subsidiary Interests. Except for (i) any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.9, and except for (ii) Liens securing provided under any of the ObligationsCredit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law or to another Credit Party; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (Telvent Git S A), Credit and Guaranty Agreement (Telvent Git S A)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Restricted Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.08 or with respect to any Permitted Lien, no Credit Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Restricted Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable Requirements of Law; or (b) permit any of its Restricted Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Restricted Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable Requirements of Law.

Appears in 2 contracts

Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries the Project Companies or a Project in compliance with the provisions of Section 8.9 7.8 and except for Liens securing pledge of Equity Interests in compliance with clause (k) of the Obligationsdefinition of Permitted Liens, no Credit Party shall, nor Borrower shall it permit any of its Subsidiaries to, not (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, Subsidiaries except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law and except for Permitted Transfers.

Appears in 2 contracts

Samples: Loan and Guaranty Agreement, Loan and Guaranty Agreement (BrightSource Energy Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.7, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Superpriority Senior Secured Debtor in Possession Credit and Guaranty Agreement (J C Penney Co Inc), Senior Secured Super Priority Debtor in Possession Credit and Guaranty Agreement (California Coastal Communities Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.9(b) and except for Liens securing the Obligationspermitted by Section 6.2, no Credit Loan Party shall, nor shall it permit any of its the Company’s Subsidiaries to, in each case solely with respect to the interests of or in Loan Party, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Financing Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Financing Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Restricted Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiariesother Restricted Subsidiary, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: First Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC), Second Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries toto (other than Excluded Subsidiaries), (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries (other than Excluded Subsidiaries), except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly (other than Excluded Subsidiaries) to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Houghton Mifflin Co), Credit and Guaranty Agreement (Hm Publishing Corp)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 7.10 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 1 contract

Samples: Credit Agreement (Earthlink Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 7.9 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, in each case except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 1 contract

Samples: Credit Agreement (EarthLink Holdings Corp.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.9 and except for with respect to Liens securing the ObligationsObligations hereunder, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Reprographics CO)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except 6.9 (including, for Liens securing the Obligationsavoidance of doubt, an Antitrust Divestiture), no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Financing Agreement (Model N, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 8.8 and except for Liens securing the Obligations, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 1 contract

Samples: Credit Agreement (Viemed Healthcare, Inc.)

Disposal of Subsidiary Interests. Except as required under the Collateral Documents and except for any sale of all 100% of its interests in the Equity Interests equity Securities of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.7, no Credit Party shall, nor shall it permit any of its Subsidiaries to, or (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests equity Securities of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests equity Securities of any of its SubsidiariesSubsidiaries (including such Subsidiary), except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunderherein under), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Convergent Communications Inc /Co)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of as permitted under Section 8.9 and except for Liens securing the Obligations6.9, no Credit Loan Party shall, nor shall it permit any of its Included Subsidiaries to, (aA) directly or indirectly sell, assign, pledge or otherwise encumber (other than any Permitted Liens) or dispose of any Equity Interests Capital Stock of any of its Included Subsidiaries, except to qualify directors if required by Applicable Laws; or (bB) permit any of its Included Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber (other than any Permitted Liens) or dispose of any Equity Interests Capital Stock of any of its Included Subsidiaries, or (C) permit any of its Included Subsidiaries directly or indirectly to issue any Capital Stock, in each case except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 1 contract

Samples: Financing Agreement (Danimer Scientific, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Restricted Subsidiaries in compliance with the provisions of Section 8.9 7.10 and except for Liens securing the Obligations, no Credit Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Restricted Subsidiaries, except to qualify directors if required by Applicable Laws; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Restricted Subsidiaries, except to another Credit Party Borrower (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Laws.

Appears in 1 contract

Samples: Credit Agreement (Heckmann CORP)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries to, : (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing 6.8 or an Investment in a Joint Venture in compliance with the Obligationsprovisions of Section 6.6(m) or (n), no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Keystone Automotive Operations Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, in each case solely with respect to the interests of or in Loan Party, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Financing Agreement (Tg Therapeutics, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.8 and except for Liens securing the Obligations, permitted under Sections 6.2(a) no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Secured Super Priority Debtor in Possession and Exit Credit and Guaranty Agreement (Allied Holdings Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.08 and except for with respect to Liens securing the ObligationsObligations hereunder, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if and to the extent required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if and to the extent required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Reprographics CO)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.08 and except for Liens securing as provided in the ObligationsSecond Lien Credit Agreement, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents and to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents and to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: First Lien Credit and Guaranty Agreement (Paramount Acquisition Corp)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to issue, sell, assign, pledge or otherwise encumber (other than pursuant to, and as permitted by, the Credit Documents) or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: First Lien Credit and Guaranty Agreement (Solera Holdings, Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.08 and except for Liens securing as provided in the ObligationsFirst Lien Credit Agreement, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents and to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents and to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Second Lien Credit and Guaranty Agreement (Paramount Acquisition Corp)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.7 and except for Liens securing the Obligationspermitted under Sections 6.2(a), and 6.2(l), no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Second Lien Credit and Guaranty Agreement (Movie Gallery Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except except, in the case of clauses (a) and (b), to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (HealthSpring, Inc.)

Disposal of Subsidiary Interests. Except for any sale or disposition of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.9 and except for Liens securing Permitted Acquisitions of less than 100% of the ObligationsCapital Stock of any Person, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Financing Agreement (Metalico Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries constituting Joint Ventures or in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except for the Liens created under the Security Documents or to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Mortons Restaurant Group Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.09, no Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, to (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Consolidated Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law and except for Permitted Collateral Liens; or (b) permit any of its Restricted Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Consolidated Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law and except for Permitted Collateral Liens.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (NewPage CORP)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.5 and except for Liens securing the Obligationspermitted pursuant to Section 6.1(a), no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Amerigroup Corp)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing 7.04 or 7.05 or an Investment in a joint venture in compliance with the Obligationsprovisions of Section 7.02(p) or (q), no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Revolving Credit Agreement (Keystone Automotive Operations Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing 6.5, the Obligations, no Credit Party shallBorrower shall not, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable LawsLaw; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party the Borrower (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable LawsLaw.

Appears in 1 contract

Samples: Credit Agreement (Nevsun Resources LTD)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.9 and except for the Liens securing granted to Collateral Agent pursuant to the ObligationsCredit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, to (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), ) or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (GPB Holdings II, LP)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.09, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as permitted by the Loan Documents and to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except as required by the Loan Documents and to another Credit Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (1847 Goedeker Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge (except as in existence on the Closing Date and permitted by Section 6.2) or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Term Loan and Guaranty Agreement (Dura Automotive Systems Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to issue, sell, assign, pledge or otherwise encumber (other than pursuant to, and as permitted by, the First Lien Credit Documents) or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: First Lien Credit and Guaranty Agreement (Solera Holdings LLC)

Disposal of Subsidiary Interests. Except for any sale of all 100% of its interests in the Equity Interests Capital Stock of any of its Subsidiaries made in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Restricted Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Restricted Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Restricted Subsidiaries or first tier Unrestricted Subsidiaries, except to another Credit Party Company or a whollyowned Guarantor Subsidiary of Company (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Equinix Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.8 and except for Liens securing the Obligationspermitted under Sections 6.2(a), and 6.2(l), no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: First Lien Credit and Guaranty Agreement (Movie Gallery Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.7 (including pursuant to the Game Crazy IPO) and except for Liens securing the Obligationspermitted under Sections 6.2(a), and 6.2(l), no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its SubsidiariesSubsidiaries (other than Real Estate Guarantors), except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Second Lien Credit and Guaranty Agreement (Movie Gallery Inc)

Disposal of Subsidiary Interests. Except for (i) any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.8 or (ii) pledges of equity interest permitted by Sections 6.2(a) and except for Liens securing the Obligations(b), no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Ambassadors International Inc)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, to (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law and except for Permitted Collateral Liens; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law and except for Permitted Collateral Liens.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (NewPage CORP)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 8.9 and except for Liens securing the Obligations6.8, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly issue, sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to issue, sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except except, in each case, to another Credit Party (subject or any Subsidiary thereof to the restrictions on such disposition otherwise imposed hereunder)extent permitted by Section 6.8, or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Note Purchase Agreement (Inspired Entertainment, Inc.)

Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 8.9 6.9, and except for Liens securing any pledge to Collateral Agent pursuant to the ObligationsCredit Documents, no Credit Party shallCompany shall not, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to qualify directors if required by Applicable Lawsapplicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to another Credit Party Company or any Guarantor Subsidiary (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by Applicable Lawsapplicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Medical Device Manufacturing, Inc.)