ISSUANCE OF STOCK BY SUBSIDIARIES OF THE COMPANY Sample Clauses

ISSUANCE OF STOCK BY SUBSIDIARIES OF THE COMPANY. No ------------------------------------------------ Subsidiary shall issue or sell any shares of its capital stock or other evidence of beneficial ownership to any Person other than the Borrower or any other Wholly-Owned Subsidiary of the Borrower, which shares shall have been pledged to the Agent as part of the Credit Security; provided, -------- however, that (i) in the event that applicable state law or regulation ------- prohibits the Company from directly holding the capital stock of a medical practice that is a Subsidiary of the Company, such shares may be issued or sold to a trust or similar entity controlled solely by the Borrower or a Wholly-Owned Subsidiary of the Borrower, (ii) Xxxxx X. Xxxxxxxxxx, M.D. may hold one share of AmeriPath Kentucky, Inc., so long as the Shareholders' Agreement among Xxxxx X. Xxxxxxxxxx, M.D., the Company and AmeriPath Kentucky, Inc. remains in full force and effect, (iii) Xxxx Xxxxx, M.D. may hold all the issued and outstanding Shares of AmeriPath Pittsburgh, P.C. so long as the Shareholder's Agreement among Xxxx Xxxxx, M.D., the Company and AmeriPath Pittsburgh, P.C. remains in full force and effect, (iv) H. Xxxxxxx Xxxxx, M.D. may hold all the issued and outstanding Shares of AmeriPath Consulting Pathology Services, P.A. so long as the Shareholders' Agreement among H. Xxxxxxx Xxxxx, M.D., the Company and AmeriPath Consulting Pathology Services, P.A. remains in full force and effect, (v) Xxxx Xxxxx, M.D. may hold all the issued and outstanding Shares of Consulting Pathologists of Pennsylvania, P.C. so long as the Shareholders' Agreement among Xxxx Xxxxx, M.D., the Company and Consulting Pathologists of Pennsylvania, P.C. remains in full force and effect, (vi) Xxxxxxx X. Xxxxxxxxx, M.D. may hold all the issued and outstanding Shares of AmeriPath Milwaukee, S.C. so long as the Shareholders' Agreement among Xxxxxxx X. Xxxxxxxxx, M.D., the company and AmeriPath Milwaukee, S.C. remains in full force and effect, and (vii) Xxxx Xxxxx, M.D. may hold all the issued and outstanding Shares of XX Xxxxx M.D. and Associates/AmeriPath, P.C. so long as the Shareholders' Agreement among Xxxx Xxxxx, M.D., the Company and XX Xxxxx M.D. and Associates/AmeriPath, P.C. remains in full force and effect.
Sample 1
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ISSUANCE OF STOCK BY SUBSIDIARIES OF THE COMPANY. No Borrower, other than the Company, shall issue or sell any shares of its capital stock or other evidence of beneficial ownership to any Person other than the other Borrowers, which shares shall have been pledged to the Agent as part of the Credit Security.
Sample 1
ISSUANCE OF STOCK BY SUBSIDIARIES OF THE COMPANY. No Subsidiary shall issue or sell any shares of its capital stock or other evidence of beneficial ownership to any Person other than the Borrower or any other Wholly-Owned Subsidiary of the Borrower, which shares shall have been pledged to the Agent as part of the Credit Security; provided, however, that (i) in the event that applicable state law or regulation prohibits the Company from directly holding the capital stock of a medical practice that is a Subsidiary of the Company, such shares may be issued or sold to a trust or similar entity controlled solely by the Borrower or a Wholly-Owned Subsidiary of the Borrower and (ii) Jamex X. Xxxxxxxxxx, X.D. may hold one share of AmeriPath Kentucky, Inc., so long as the Shareholders' Agreement among Dr. Xxxxxxxxxx, xxe Company and AmeriPath Kentucky, Inc. remains in full force and effect.
Sample 1
ISSUANCE OF STOCK BY SUBSIDIARIES OF THE COMPANY. No Subsidiary shall issue or sell any shares of its capital stock or other evidence of beneficial ownership to any Person other than the Borrower or any other Wholly-Owned Subsidiary of the Borrower, which shares shall have been pledged to the Agent as part of the Credit Security; PROVIDED, HOWEVER, that (i) in the event that applicable state law or regulation prohibits the Company from directly holding the capital stock of a medical practice that is a Subsidiary of the Company, such shares may be issued or sold to a trust or similar entity controlled solely by the Borrower or a Wholly-Owned Subsidiary of the Borrower, (ii) Jamex X. Xxxxxxxxxx, X.D. may hold one share of AmeriPath Kentucky, Inc., so long as the Shareholders' Agreement among Dr. Xxxxxxxxxx, xxe Company and AmeriPath Kentucky, Inc. remains in full force and effect and (iii) Alan Xxxxx, X.D. may hold all the issued and outstanding Shares of AmeriPath Pittsburgh, P.C. so long as the Shareholder's Agreement among Dr. Xxxxx, xxe Company and AmeriPath Pittsburgh, P.C. remains in full force and effect.
Sample 1

Related to ISSUANCE OF STOCK BY SUBSIDIARIES OF THE COMPANY

  • Issuance of Stock by Subsidiaries The Borrower shall not permit any Subsidiary (either directly or indirectly by the issuance of rights or options for, or securities convertible into, such shares) to issue, sell or dispose of any shares of its Stock of any class (other than directors' qualifying shares, if any) except to the Borrower or another Subsidiary.

  • Subsidiaries of the Company The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries Except as provided herein, Company will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Certain Agreements of the Company The Company agrees with the several Underwriters that:

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Designation of Subsidiaries The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

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