Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock. (b) Borrowers will not, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement or the Security Agreement, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Lenox Group Inc), Revolving Credit Agreement (Department 56 Inc), Revolving Credit Agreement (Lenox Group Inc)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.11 and 5.12 or any Security Agreement or the Security Agreementif such Equity Interests are issued by Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), First Lien Credit Agreement (Thompson Creek Metals CO Inc.)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) With respect to the Borrowers will not, and will not permit or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the aggregate percentage ownership of a Borrower or any the Borrowers and their Subsidiaries in any class of the Equity Interest of such any other Subsidiary; (ii) Subsidiaries of a Borrower the Borrowers formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower the Borrowers which is to own such stockEquity Interests; and (iii) a Borrower the Borrowers may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Section 5.11 and Section 5.12 or the any Security Agreement, be delivered to the Administrative applicable Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Linens N Things Inc), Credit Agreement (LNT Leasing II, LLC), Senior Secured, Super Priority Debtor in Possession and Exit Option Credit Agreement (Linens N Things Inc)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers Borrower will not, and will not permit any SubsidiarySubsidiary to, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) ), shall, to the extent required by this Agreement Sections 5.10 and 5.11 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue after the Original Closing Date any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will notNeither Intermediate Holdings nor Borrower will, and will not permit any SubsidiaryRelevant Party, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower Holdings formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower Holdings or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement Section 5.12 or the Security AgreementAgreements and Foreign Pledge Agreements, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security AgreementAgreements and Foreign Pledge Agreements.
Appears in 3 contracts
Samples: Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Restatement Effective Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.11 and 5.12 or any Security Agreement or the Security Agreementif such Equity Interests are issued by Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.11 and 5.12 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)
Limitation on Issuance of Capital Stock. (a) With respect to Window Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Window Holdings; and (iv) Borrower may issue Equity Interests to Additional Equity Partners in Qualified Contribution Transactions. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.11 and 5.12 or the Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement.
Appears in 2 contracts
Samples: Credit Agreement (PGT, Inc.), Credit Agreement (PGT, Inc.)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a any Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a any Borrower formed after the Closing Effective Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a such Borrower or the Subsidiary of a such Borrower which is to own such stockEquity Interests; and (iii) a any Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.10 and 5.11 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security AgreementAgreement to the extent permitted by applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (Magnachip Semiconductor LLC)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Disqualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest Interests of such Subsidiary; (ii) Subsidiaries of a Borrower formed or acquired after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Wholly Owned Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.12 and 5.13 or the any Security AgreementDocument, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security AgreementDocument.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.), Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.)
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers Borrower will not, and will not permit any SubsidiarySubsidiary to, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to HoldingsBorrower. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement Section 5.12 or the Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Basic Energy Services Inc), Credit Agreement (Basic Energy Services Inc)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, Holdings shall not issue any Equity Interest that is not either (i) Qualified Capital Stock or (ii) to the extent permitted by Section 6.01, Disqualified Capital Stock.
(b) Borrowers will not, and will not permit any Subsidiary, to No Loan Party shall issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries the Loan Parties in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower the Borrowers formed after the Closing Date pursuant to in accordance with Section 6.12 6.18 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower the Borrowers may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.17(b) shall, to the extent required by this Section 5.10 or any Security Agreement or the Security Agreementif such Equity Interests are issued by a Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will notWith respect to any Subsidiary of Borrower, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests and to third parties; and (iii) a Borrower may issue common stock that provided the Investment of the Companies in such entity is Qualified Capital Stock to Holdingspermitted under Section 6.04(i). All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.11 and 5.12 or any Security Agreement or the Security Agreementif such Equity Interests are issued by Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Ventiv Health Inc), Credit Agreement (Inventiv Health Inc)
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to Borrower or any Restricted Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances in a Restricted Subsidiary which do not decrease the percentage ownership of a Borrower or any Restricted Subsidiaries in any class of the Equity Interest of such Restricted Subsidiary; (ii) Restricted Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Restricted Subsidiary of a Borrower which is to own such stock; Equity Interests and (iii) a Borrower may issue common stock that is Qualified Capital Stock to HoldingsStock. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.11 and 5.12 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement (Jacobs Entertainment Inc), Amendment and Restatement Agreement (Jacobs Entertainment Inc)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital StockStock other than MIP Units.
(b) Borrowers will not, and will not permit With respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.11 and 5.12 or any Security Agreement or the Security Agreementif such Equity Interests are issued by Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 1 contract
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any an Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to HoldingsBorrower. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.11 and 5.12 or any Security Agreement and subject to the terms of the Intercreditor Agreement or the Security Agreementif such Equity Interests are issued by Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Lifetime Brands, Inc)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a any Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a any Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a such Borrower or the Subsidiary of a such Borrower which is to own such stockEquity Interests; and (iii) a any Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.10 and 5.11 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security AgreementAgreement to the extent permitted by applicable law.
Appears in 1 contract
Samples: Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to HoldingsEquity Interests. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.10 and 5.11 or any Security Agreement or the Security Agreementif such Equity Interests are issued by Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 1 contract
Samples: Credit Agreement (Itron Inc /Wa/)
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries Subsidiary in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock for issuance of nominal directors’ qualifying shares pursuant to HoldingsRequirements of Law. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.11 and 5.12 or any Security Agreement or the Security Agreementif such Equity Interests are issued by Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 1 contract
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Disqualified Capital Stock.
(b) Borrowers will notWith respect to any Restricted Subsidiary of Borrower, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a any Restricted Subsidiaries or Borrower or any Subsidiaries in any class of the Equity Interest Interests of such Restricted Subsidiary; and (ii) Subsidiaries of a Borrower formed or acquired after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Wholly Owned Subsidiary that is a Restricted Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to HoldingsEquity Interests. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Section 5.11 and 5.12 or the any Security AgreementDocument, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security AgreementDocument.
Appears in 1 contract
Samples: Credit Agreement (BioScrip, Inc.)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings; and (iv) issuances of Equity Interests of an HMO Subsidiary to certain Contract Providers affiliated with such HMO Subsidiary; provided that each HMO Subsidiary shall remain at least 80% owned (in terms of both Voting Stock and the economic interest of Equity Interests) at all times. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.11 and 5.12 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 1 contract
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsParent, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to the Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a the Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a the Borrower formed after the Closing Date pursuant to February 12, 2004 in accordance with Section 6.12 6.14 may issue Equity Interests to a the Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a the Borrower may issue common stock that is Qualified Capital Stock to HoldingsParent. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.10 and 5.11 or the any Security AgreementDocument, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security AgreementDocument.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Ply Gem Holdings Inc)
Limitation on Issuance of Capital Stock. (a) With respect to Holdingsthe Borrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a the Borrower or any Subsidiaries Subsidiary in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a the Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a the Borrower or the Subsidiary of a the Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock for issuance of nominal directors’ qualifying shares pursuant to HoldingsRequirements of Law. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.10 and 5.11 or any Security Agreement or if such Equity Interests are issued by the Security AgreementBorrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 1 contract
Samples: Debt Agreement (Revel AC, Inc.)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit any SubsidiarySubsidiary to, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a such Borrower which is to own such stock; and (iii) a Borrower Borrowers may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement Section 5.12 or the Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement.
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Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will notExcept as permitted by Section 10.17, and will not permit with respect to Borrower or any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower or Holdings formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower or Holdings, as applicable, which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.11 and 5.12 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
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Limitation on Issuance of Capital Stock. (a) With respect to HoldingsParent Borrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Parent Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Parent Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Parent Borrower or the Subsidiary of a Parent Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock for issuance of nominal directors’ qualifying shares pursuant to HoldingsRequirements of Law. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Sections 5.11 and 5.12 or any Security Agreement or the Security Agreementif such Equity Interests are issued by Parent Borrower, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
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Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(ba) Borrowers Borrower will not, and Borrower will not permit any SubsidiarySubsidiary of Borrower, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower by Holdings or of any Subsidiaries by Borrower or any Subsidiaries other Subsidiary of Borrower in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement Section 5.12 or the Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement.
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Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries Subsidiary in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower may issue common stock that is Qualified Capital Stock for issuance of nominal directors’ qualifying shares pursuant to HoldingsRequirements of Law. All Equity Interests issued in accordance with this Section 6.11(b6.12(b) shall, to the extent required by this Sections 5.10 and 5.11 or any Security Agreement or the Security AgreementPledge Agreement or if such Equity Interests are issued by Borrower, subject to compliance with applicable Gaming Laws, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement or Pledge Agreement.
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Samples: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Limitation on Issuance of Capital Stock. (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will notWith respect to the Subsidiaries, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries Subsidiary in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to in accordance with Section 6.12 6.14 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stockEquity Interests; and (iii) a Borrower or a Guarantor that is a Wholly Owned Subsidiary of Holdings may issue its common stock that is Qualified Capital Stock to Holdingsany Holding Company. All Equity Interests of Subsidiaries issued in accordance with this Section 6.11(b) 6.13 shall, to the extent required by this Agreement Sections 5.11 and 5.12 or the any Security Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security Agreement.
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Samples: Credit Agreement (USA Mobility, Inc)
Limitation on Issuance of Capital Stock. (a) With respect to HoldingsBorrower, issue any Equity Interest that is not Qualified Disqualified Capital Stock.
(b) Borrowers will not, and will not permit With respect to any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest of any SubsidiaryInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest Interests of such Subsidiary; , (ii) stock dividends pursuant to stock plans or other agreements existing on the Closing Date and listed on Schedule 6.13 and (iii) Subsidiaries of a Borrower formed or acquired after the Closing Date pursuant to in accordance with Section 6.12 6.04 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower Company which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to HoldingsEquity Interests. All Equity Interests issued in accordance with this Section 6.11(b6.13(b) shall, to the extent required by this Agreement Sections 5.11 and 5.12 or the any Security AgreementDocument, be delivered to the Administrative Collateral Agent for pledge pursuant to the applicable Security AgreementDocument.
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