Common use of Disposition of Stock of Restricted Subsidiaries Clause in Contracts

Disposition of Stock of Restricted Subsidiaries. The Company (i) will not permit any Restricted Subsidiary to issue its capital stock, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock, to any Person other than the Company or another Restricted Subsidiary (other than directors’ qualifying shares, shares satisfying local ownership requirements or shares for any similar statutory purposes) and (ii) will not, and will not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of a Restricted Subsidiary if such sale would be prohibited by Section 10.3. If a Restricted Subsidiary at any time ceases to be such as a result of a sale or issuance of its capital stock, any Liens on property of the Company or any other Restricted Subsidiary securing Indebtedness owed to such Restricted Subsidiary, which is not contemporaneously repaid, together with such Indebtedness, shall be deemed to have been incurred by the Company or such other Restricted Subsidiary, as the case may be, at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary.

Appears in 3 contracts

Samples: Note Purchase Agreement (Energizer Holdings Inc), Note Purchase Agreement (Energizer Holdings Inc), Note Purchase Agreement (Energizer Holdings Inc)

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Disposition of Stock of Restricted Subsidiaries. The Parent and the Company (i) will not permit any Restricted Subsidiary Subsidiary, including the Company, to issue its capital stock, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock, to any Person other than the Parent, the Company or another Wholly Owned Restricted Subsidiary (other than directors’ qualifying sharesor any Person that, shares satisfying local ownership requirements or shares for any similar statutory purposes) at the time of creation thereof, was the minority owner of such Restricted Subsidiary, and (ii) will not, and will not permit any other Restricted Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of a Restricted Subsidiary if such sale would be prohibited by Section 10.310.5. If a Restricted Subsidiary at any time ceases to be such as a result of a sale or issuance of its capital stock, any Liens on property of the Company Parent or any other Restricted Subsidiary Subsidiary, including the Company, securing Indebtedness owed to such Restricted Subsidiary, which is not contemporaneously repaid, together with such Indebtedness, shall be deemed to have been incurred by the Company Parent or such other Restricted Subsidiary, including the Company, as the case may be, at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary.

Appears in 1 contract

Samples: Note Purchase Agreement (Big Lots Inc)

Disposition of Stock of Restricted Subsidiaries. (a) The Company (i) will not permit any Restricted Subsidiary to issue its capital stock, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock, to any Person other than the Company or another a Wholly Owned Restricted Subsidiary Subsidiary, except (other than i) for directors’ qualifying shares, shares satisfying local ownership requirements or shares for any similar statutory purposes) and (ii) to satisfy local ownership requirements. (b) The Company will not, and will not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of a Restricted Subsidiary if such sale would be prohibited by Section 10.3. 10.6, except (i) for directors’ qualifying shares or (ii) to satisfy local ownership requirements. (c) If a Restricted Subsidiary at any time ceases to be such as a result of a sale or issuance of its capital stock, any Liens on property of the Company or any other Restricted Subsidiary securing Indebtedness Debt owed to such Restricted Subsidiary, which is not contemporaneously repaid, together with such IndebtednessDebt, shall be deemed to have been incurred by the Company or such other Restricted Subsidiary, as the case may be, at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Regis Corp)

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Disposition of Stock of Restricted Subsidiaries. (a) The Company (i) will not permit any Restricted Subsidiary to issue its capital stock, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock, to any Person other than the Company or another a Restricted Subsidiary Subsidiary, except in the case of Foreign Restricted Subsidiaries (other than i) for directors’ qualifying shares, shares satisfying local ownership requirements or shares for any similar statutory purposes) and (ii) to satisfy local ownership requirements. (b) The Company will not, and will not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock of a Restricted Subsidiary if such sale would be prohibited by Section 10.3. 10.6, except in the case of Foreign Restricted Subsidiaries (i) for directors’ qualifying shares or (ii) to satisfy local ownership requirements. (c) If a Restricted Subsidiary at any time ceases to be such as a result of a sale or issuance of its capital stock, any Liens on property of the Company or any other Restricted Subsidiary securing Indebtedness Debt owed to such Restricted Subsidiary, which is not contemporaneously repaid, together with such IndebtednessDebt, shall be deemed to have been incurred by the Company or such other Restricted Subsidiary, as the case may be, at the time such Restricted Subsidiary ceases to be a Restricted Subsidiary.

Appears in 1 contract

Samples: Note Purchase Agreement (Elkcorp)

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