Common use of ISSUANCE AND DISPOSITION OF SHARES Clause in Contracts

ISSUANCE AND DISPOSITION OF SHARES. The Parent will not (i) issue or have outstanding, or permit any Restricted Subsidiary to issue or have outstanding, any Preferred Stock or Disqualified Capital Stock, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Preferred Stock or Disqualified Capital Stock, (ii) or permit any Restricted Subsidiary to, issue, sell or otherwise dispose of options which by their terms require the Parent or any Restricted Subsidiary to purchase or acquire any Capital Stock or other equity securities, and (iii) permit any Restricted Subsidiary to, issue, sell or otherwise dispose of to any Person other than the Parent or any Restricted Subsidiary, any shares of its Capital Stock or other equity securities, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Capital Stock or other equity securities; provided, however, the foregoing shall not prohibit (a) Preferred Stock of the Parent which is not Disqualified Capital Stock, (b) the Exchangeable Shares, (c) stock options granted under employee or director stock option plans which provide that the exercise price may be paid with shares of the Parent's common stock or that the optionee may satisfy any withholding tax requirements upon exercise of the option by having the Parent withhold shares otherwise issuable upon such exercise, (d) Preferred Stock of any Restricted Subsidiary owned by the Parent and (e) the transactions contemplated by the Subscription Agreement. The Parent will not permit any Restricted Subsidiary to issue or have outstanding any Capital Stock (other than to the Parent or a Restricted Subsidiary) and will not permit any Person (other than the Parent or a Restricted Subsidiary) to own any Capital Stock of a Restricted Subsidiary, except for the Exchangeable Shares and directors' qualifying shares.

ISSUANCE AND DISPOSITION OF SHARES. The Parent will not (i) issue or have outstanding, or permit any Restricted Subsidiary to issue or have outstanding, any Preferred Stock or Disqualified Capital Stock, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Preferred Stock or Disqualified Capital Stock, (ii) or permit any Restricted Subsidiary to, issue, sell or otherwise dispose of options which by their terms require the Parent or any Restricted Subsidiary to purchase or acquire any Capital Stock or other equity securities, and (iii) permit any Restricted Subsidiary to, issue, sell or otherwise dispose of to any Person other than the Parent or any Restricted Subsidiary, any shares of its Capital Stock or other equity securities, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Capital Stock or other equity securities; provided, however, the foregoing shall not prohibit (a) Preferred Stock of the Parent which is not Disqualified Capital Stock, (b) the Exchangeable Shares, (c) stock options granted under employee or director stock option plans which provide that the exercise price may be paid with shares of the Parent's common stock or that the optionee may satisfy any withholding tax requirements upon exercise of the option by having the Parent Borrower withhold shares otherwise issuable upon such exercise, and (dc) Preferred Stock of any Restricted Subsidiary owned by the Parent and (e) the transactions contemplated or by the Subscription Agreementany wholly-owned Restricted Subsidiary. The Parent will not permit any Restricted Subsidiary to issue or have outstanding any Capital Stock (other than to the Parent or a wholly-owned Restricted Subsidiary) and will not permit any Person (other than the Parent or a wholly-owned Restricted Subsidiary) to own any Capital Stock of a Restricted Subsidiary, except for the Exchangeable Shares and (1) directors' qualifying sharesshares and (2) after the Closing Date, shares constituting no more than 10% of the Capital Stock of an acquired Person that, upon such acquisition, becomes a Restricted Subsidiary, provided that (i) immediately upon such acquisition, such Person shall become a an Affiliate Guarantor pursuant to Section 9.7(a) and such Capital Stock in, and Debt of, such Person shall be pledged pursuant to Section 9.7(b), (ii) the acquisition of any of the remaining ten percent (10%) of such Person's Capital Stock shall be treated as an Acquisition subject to compliance with Section 10.13 (i), (ii) and (iii) and (3) at such time as Chelsea Market System, LLC is a Restricted Subsidiary, up to 25% of the Capital Stock thereof may be owned by un-Affiliated Person(s).

ISSUANCE AND DISPOSITION OF SHARES. The Parent Borrower will not (i) issue or have outstanding, or permit any Restricted Subsidiary to issue or have outstanding, any Preferred Stock or Disqualified Capital Stock, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Preferred Stock or Disqualified Capital Stock, (ii) or permit any Restricted Subsidiary to, issue, sell or otherwise dispose of options which by their terms require the Parent Borrower or any Restricted Subsidiary to purchase or acquire any Capital Stock or other equity securities, and (iii) permit any Restricted Subsidiary to, issue, sell or otherwise dispose of to any Person other than the Parent Borrower or any Restricted Subsidiary, any shares of its Capital Stock or other equity securities, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Capital Stock or other equity securities; provided, however, the foregoing shall not prohibit (a) Preferred Stock of the Parent Borrower which is not Disqualified Capital Stock, (b) the Exchangeable Shares, (c) stock options granted under employee or director stock option plans which provide that the exercise price may be paid with shares of the ParentBorrower's common stock or that the optionee may satisfy any withholding tax requirements upon exercise of the option by having the Parent Borrower withhold shares otherwise issuable upon such exercise, (d) Preferred Stock of any Restricted Subsidiary owned by the Parent Borrower and (e) the transactions contemplated by the Subscription Agreement. The Parent Borrower will not permit any Restricted Subsidiary to issue or have outstanding any Capital Stock (other than to the Parent Borrower or a Restricted Subsidiary) and will not permit any Person (other than the Parent Borrower or a Restricted Subsidiary) to own any Capital Stock of a Restricted Subsidiary, except for the Exchangeable Shares and directors' qualifying shares.

ISSUANCE AND DISPOSITION OF SHARES. The Parent Borrower will not (i) issue or have outstanding, or permit any Restricted Subsidiary to issue or have outstanding, any Preferred Stock or Disqualified Capital Stock, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Preferred Stock or Disqualified Capital Stock, (ii) or permit any Restricted Subsidiary to, issue, sell or otherwise dispose of options which by their terms require the Parent Borrower or any Restricted Subsidiary to purchase or acquire any Capital Stock or other equity securities, and (iii) permit any Restricted Subsidiary to, issue, sell or otherwise dispose of to any Person other than the Parent Borrower or any Restricted Subsidiary, any shares of its Capital Stock or other equity securities, or any warrants, options, conversion rights or other rights to subscribe for, purchase, or acquire any Capital Stock or other equity securities; provided, however, the foregoing shall not prohibit (a) Preferred Stock of the Parent Borrower which is not Disqualified Capital Stock, (b) the Exchangeable Shares, (c) stock options granted under employee or director stock option plans which provide that the exercise price may be paid with shares of the ParentBorrower's common stock or that the optionee may satisfy any withholding tax requirements upon exercise of the option by having the Parent Borrower withhold shares otherwise issuable upon such exercise, and (dc) Preferred Stock of any Restricted Subsidiary owned by the Parent and (e) the transactions contemplated Borrower or by the Subscription Agreementany wholly owned Restricted Subsidiary. The Parent Borrower will not permit any Restricted Subsidiary to issue or have outstanding any Capital Stock (other than to the Parent Borrower or a wholly-owned Restricted Subsidiary) and will not permit any Person (other than the Parent Borrower or a wholly-owned Restricted Subsidiary) to own any Capital Stock of a Restricted Subsidiary, except for the Exchangeable Shares and (1) directors' qualifying sharesshares and (2) after the Closing Date, shares constituting no more than 10% of the Capital Stock of an acquired Person that, upon such acquisition, becomes a Restricted Subsidiary, provided that (i) immediately upon such acquisition, such Person shall become a Guarantor pursuant to Section 9.7(a) and such Capital Stock in, and Debt of, such Person shall be pledged pursuant to Section 9.7(b), (ii) the acquisition of any of the remaining ten percent (10%) of such Person's Capital Stock shall be treated as an Acquisition subject to compliance with Section 10.13 (i), (ii) and (iii) and (3) at such time as Chelsea Market System, LLC is a Restricted Subsidiary, up to 25% of the Capital Stock thereof may be owned by un-Affiliated Person(s).