Common use of Limitation on Issuance of Capital Stock Clause in Contracts

Limitation on Issuance of Capital Stock. (a) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, and (iv) by newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower Company will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Capital Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock Capital Stock other than redeemable common stock Capital Stock that is redeemable at the sole option of the BorrowerCompany or such Subsidiary, as the case may be; provided that the foregoing shall not prohibit or otherwise restrict the issuance of (x) any Capital Stock (including, without limitation, Preferred Capital Stock and redeemable stock) that only allows Restricted Payments to the extent permitted by Section 6.05, (y) common Capital Stock of the Company to the extent permitted by Section 6.08 and (z) Indebtedness that is convertible into common Capital Stock so long as (1) such Indebtedness is permitted under Section 6.01 and (2) such common Capital Stock into which such Indebtedness converts is not otherwise prohibited by this Section 6.15. (b) The Borrower shall Company will not permit any of its Subsidiaries to issue any Equity Interests Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockCapital Stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockCapital Stock, (ii) for stock splits, stock dividends and additional other issuances which do not decrease the percentage ownership of the Borrower Company or any of its Subsidiaries in any class of the capital stock Capital Stock of such SubsidiariesSubsidiary, (iii) in the case of Foreign Subsidiaries of the Company, to qualify directors to the extent required by applicable law and for other nominal share issuances to Persons other than the Company and its Subsidiaries to the extent required under applicable law, and (iv) for issuances by Subsidiaries of the Company which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock preferred stock or other preferred equity interests other than (x) Qualified Preferred Stock of Borrower or (y) Disqualified Preferred Stock so long as, on any preferred stock issued by a Subsidiary of Borrower except to the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default extent that such preferred stock is held by Borrower or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than redeemable common stock or other redeemable common equity interests that is redeemable at the sole option of Borrower or such Subsidiary, as the Borrowercase may be. (b) The Borrower shall will not permit any of its Subsidiaries to issue any Equity Interests capital stock or other equity interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockstock or other equity interests, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then then-outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the aggregate percentage ownership of the Borrower or any of and its Subsidiaries in any class of the capital stock or other equity interests of such SubsidiariesSubsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case solely to the extent required by applicable law, and (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement, or (v) in transactions permitted under Section 9.02(n) or (o), or Section 9.03.

Limitation on Issuance of Capital Stock. (ai) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall not permit any of its Subsidiaries to issue any Preferred Equity Interests (or equivalent Equity Interests) and (ii) the Borrower will not, and will not permit any of its Subsidiaries to, issue any Disqualified Stock (or equivalent Equity Interests). (b) The Borrower will not permit any Subsidiary Guarantor to issue any capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such SubsidiariesSubsidiary, (iii) in the case of Subsidiaries of the Borrower that are not organized under the laws of the United States or any state thereof, to qualify directors to the extent required by applicable law, law and (iv) by newly created to the Borrower or acquired Subsidiaries another Credit Party. All capital stock of any Subsidiary Guarantor issued in accordance with this Section 8.10(b) shall be delivered to the terms of this Collateral Agent pursuant to the Pledge Agreement. (c) Notwithstanding clause (a) and (b) above, the Borrower and its Subsidiaries may issue (i) Equity Interests in connecting with and to the extent required in order to implement any Redomiciliation, and (ii) Equity Interests to the Borrower or any Subsidiary Guarantor, provided that, in the case of each issuance pursuant to subsection (i) or (ii) above, the Administrative Agent shall have received notice of each such issuance from the Borrower at least ten days (or such shorter period as the Administrative Agent may reasonably agree) prior to such issuance. For purposes of clarity, the Borrower may issue Equity Interests (other than Disqualified Stock) in order to raise capital, effectuate stock splits, stock dividends, and other similar issuances and may issue Equity Interests, options or other equity interests in accordance with its stock incentive plans in effect from time to time.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock preferred stock or other preferred equity interests other than (x) Qualified Preferred Stock of Borrower or (y) Disqualified Preferred Stock so long as, on any preferred stock issued by a Subsidiary of Borrower except to the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default extent that such preferred stock is held by Borrower or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than redeemable common stock or other redeemable common equity interests that is redeemable at the sole option of Borrower or such Subsidiary, as the Borrowercase may be. (b) The Borrower shall will not permit any of its Subsidiaries to issue any Equity Interests capital stock or other equity interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockstock or other equity interests, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then then-outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock or other equity interests of such SubsidiariesSubsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, and or (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock (other than (x) Qualified Preferred Stock issued pursuant to clause (c), (d) or (ye) Disqualified below) or any options, warrants or rights to purchase Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole option of the Borrowerdiscretion. (b) The Borrower shall Holdings will not permit any of its Subsidiaries to issue any Equity Interests capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which that do not decrease the percentage ownership of the Borrower Holdings or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, (iv) that Subsidiaries formed after the Effective Date pursuant to Section 7.15 may issue capital stock in accordance with the requirements of Section 7.15 and (v) that Subsidiaries may issue common stock to the US Borrower and its Subsidiaries in connection with any transaction permitted by Section 7.05(n). All capital stock issued in accordance with this Section 7.13(b) shall, to the extent owned by any Credit Party and required by the US Collateral and Guaranty Agreement or a Foreign Pledge Agreement, be delivered to the Collateral Agent for pledge pursuant to such US Collateral and Guaranty Agreement or Foreign Pledge Agreement. (c) Holdings may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Effective Date pursuant to this Section 7.13(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 7.04(m), $50,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the fair market value thereof (as determined in good faith by Holdings) of the assets received therefor) shall not be less than the liquidation preference thereof at the time of issuance and (iv) the US Borrower shall furnish to the Administrative Agent a certificate by newly created or acquired Subsidiaries in accordance an Authorized Officer of the US Borrower certifying to the best of such officer’s knowledge as to compliance with the terms requirements of this AgreementSection 7.13(c). (d) Holdings may issue Qualified Preferred Stock.

Limitation on Issuance of Capital Stock. (a) The Except as provided otherwise herein, the Borrower will and its Subsidiaries shall not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period preferred stock or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrowerstock. (b) The Borrower shall not issue, or permit any of its Subsidiaries to issue issue, any Equity Interests capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional similar issuances which do not decrease the percentage ownership of the Borrower Holdings or any of its Subsidiaries in any class of the capital stock of the Borrower or such SubsidiariesSubsidiary, (iii) to qualify directors to the extent required by applicable law, (iv) Subsidiaries formed after the Effective Date pursuant to Section 9.15 may issue capital stock to Holdings, the Borrower or their respective Wholly-Owned Subsidiaries, in accordance with the other requirements of this Agreement, (v) under or in connection with any employee stock option plan and (vi) the Borrower may issue equity securities to Holdings so long as such equity securities are pledged to the Collateral Agent and the Banks as security for the Borrower's obligations under this Agreement on substantially the same terms and conditions as the pledge by Holdings of the capital stock of the Borrower on the Effective Date and the cash proceeds of such equities will be applied in accordance with Section 4.02(e). (c) Notwithstanding the above, the Borrower may issue preferred stock to Holdings so long as (i) no dividends are payable in cash; (ii) it is not redeemable at the option of the Holdings in whole or in part; (iii) it is not convertible into Indebtedness of the Borrower; and (iv) by newly created it matures after August 1, 2009 and provides for no mandatory prepayment or acquired Subsidiaries in accordance with the terms of this Agreementmandatory offers to purchase prior to such date.

Limitation on Issuance of Capital Stock. (a) The Borrower Parent will not, and will not permit any of its Material Subsidiaries to, issue (i) any Preferred Stock preferred stock or other preferred equity interests, other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on Interests of the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period Parent or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that is redeemable at the sole option of the BorrowerParent or such Material Subsidiary, as the case may be. (b) The Borrower shall Parent will not permit any of its Material Subsidiaries to issue any Equity Interests Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockCapital Stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockCapital Stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Parent or any of its Material Subsidiaries in any class of the capital stock Capital Stock of such SubsidiariesSubsidiary, (iii) to qualify directors to the extent required by applicable law, law and (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) Notwithstanding clause (a) and (b) above, the Parent and its Material Subsidiaries may issue (i) Capital Stock in connecting with any Redomestication, and (ii) Capital Stock to the Parent, the Borrower or any Subsidiary Guarantor, provided that, in the case of each issuance pursuant to subsection (i) or (ii) above, the Administrative Agent shall have received notice of each such issuance from the Parent or the Borrower at least ten days (or such shorter period as the Administrative Agent may reasonably agree) prior to such issuance. For purposes of clarity, the Parent may issue Capital Stock (other than Disqualified Stock) in order to raise capital, effectuate stock splits, stock dividends, and other similar issuances and may issue Capital Stock, options or other equity interests in accordance with its stock incentive plans in effect from time to time.

Limitation on Issuance of Capital Stock. (a) The Borrower Company will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Capital Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock Capital Stock other than redeemable common stock Capital Stock that is redeemable at the sole option of the BorrowerCompany or such Subsidiary, as the case may be; provided that the foregoing shall not prohibit or otherwise restrict the issuance of (x) any Capital Stock (including, without limitation, Preferred Capital Stock and redeemable stock) that only allows Restricted Payments to the extent permitted by Section 6.05, (y) common Capital Stock of the Company to the extent permitted by Section 6.08 and (z) Indebtedness that is convertible into common Capital Stock so long as (1) such Indebtedness is permitted under Section 6.01 and (2) such common Capital Stock into which such Indebtedness converts is not otherwise prohibited by this Section 6.15. (ba) The Borrower shall Company will not permit any of its Subsidiaries to issue any Equity Interests Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockCapital Stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockCapital Stock, (ii) for stock splits, stock dividends and additional other issuances which do not decrease the percentage ownership of the Borrower Company or any of its Subsidiaries in any class of the capital stock Capital Stock of such SubsidiariesSubsidiary, (iii) in the case of Foreign Subsidiaries of the Company, to qualify directors to the extent required by applicable law and for other nominal share issuances to Persons other than the Company and its Subsidiaries to the extent required under applicable law, and (iv) for issuances by Subsidiaries of the Company which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock preferred stock or other preferred Equity Interests other than (x) Qualified Preferred Stock or Stock, (y) Disqualified Preferred Stock so long as, on preferred Equity Interests issued by a Subsidiary of the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default Borrower to the Borrower or Event of Default then exists or would result therefrom a Subsidiary Guarantor and (IIz) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Periodpreferred Equity Interests issued by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock or other redeemable common Equity Interests other than common stock or other common Equity Interests that is are redeemable at the sole option of Holdings or such Subsidiary, as the Borrowercase may be or that are not mandatorily redeemable prior to the date occurring six months following the latest Maturity Date then in effect. (b) The Borrower shall Holdings will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockstock or other Equity Interests, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockstock or other Equity Interests, (ii) for stock splits, stock dividends and additional other issuances which do not decrease the percentage ownership of the Borrower Holdings or any of its Subsidiaries in any class of the capital stock or other equity interests of the Borrower or such SubsidiariesSubsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors and for nominal shares required to be held by local nationals, in each case to the extent required by applicable law, and law or (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 9.07, 9.08 and 9.08 9.09 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, and (iv) by newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as--------------------------------------- shall not, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall not permit any of its Subsidiaries to to, issue any Equity Interests Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockshares, (ii) for stock splits, stock dividends and additional similar issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries person in any class of the capital stock of the Borrower or such SubsidiariesSubsidiary, (iii) to qualify directors additional stock issued to the extent required Borrower in connection with investments in Subsidiaries permitted pursuant to Section 10.06(viii), (iv) director's qualifying shares and (v) the issuance of shares of Capital Stock of a Foreign Subsidiary which are necessary to allow a Foreign Subsidiary to be partially owned by the government of the jurisdiction in which such Foreign Subsidiary is organized or by individual or corporate citizens of such jurisdiction in order for such Foreign Subsidiary to transact business in such jurisdiction in compliance with applicable lawlaws and regulations of such jurisdiction. Any stock issued by the Borrower or any of its Subsidiaries as expressly permitted by this Section 10.13, if owned by the Parent or any of its Subsidiaries (so long as the issuer of such stock is incorporated in the United States), shall be immediately pledged as Collateral and delivered pursuant to the Security Agreement. (b) The Parent shall not issue any Capital Stock, except for the (i) Equity Transactions, (ii) the Equity Exchange, (iii) the Consultant Equity and (iv) by newly created issuances of Parent Common Stock with respect to which, after giving effect to such issuance, no Default or acquired Subsidiaries in accordance with the terms Event of this AgreementDefault will exist under Section 11.11.

Limitation on Issuance of Capital Stock. (a) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long asnot, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall will not permit any of its Subsidiaries to to, issue any Equity Interests (including by way of sales of treasury stock) any capital stock (including preferred stock), or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such the Borrower or any of its Subsidiaries, (iii) the issuances of capital stock of an entity to the Borrower or any of its Subsidiaries in connection with the creation of a new Subsidiary created in compliance with Section 9.13, (iv) other than with respect to the Borrower, to qualify directors to the extent required by applicable lawlaw and (v) any Subsidiary created to effect, or acquired pursuant to, a Permitted Acquisition may be, or become in connection with the respective Permitted Acquisition, an 80%-Owned Subsidiary, and (iv) by newly created or acquired in connection therewith such Subsidiary may issue capital stock to Persons other than the Borrower and its Subsidiaries so long as it remains such an 80%-Owned Subsidiary and such issuances do not violate any other provision of this Agreement. All capital stock issued in accordance with this Section 9.12 shall be delivered to the terms of this AgreementCollateral Agent for pledge pursuant to a Pledge Agreement to the extent required thereby.

Limitation on Issuance of Capital Stock. (a) The Other than Qualified Capital Stock issued pursuant to clause (c) below, the Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period preferred Equity Interests or (ii) any redeemable common stock Equity Interests other than common stock Equity Interests that is are redeemable at the sole option of the Borrower. (b) The Borrower shall will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockEquity Interests, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockEquity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock Equity Interests of such SubsidiariesSubsidiary, (iii) to qualify directors to the extent required by applicable law, and law or (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) The Borrower may issue Qualified Capital Stock so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (y) with respect to each issue of Qualified Capital Stock, the gross cash proceeds therefrom (or in the case of Qualified Capital Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of the assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance.

Limitation on Issuance of Capital Stock. (a) The Other than Qualified Capital Stock issued pursuant to clause (c) below, the Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period preferred Equity Interests or (ii) any redeemable common stock Equity Interests other than common stock Equity Interests that is are redeemable at the sole option of the Borrower. (b) The Borrower shall will not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockEquity Interests, except for issuances of non-redeemable common equity interests issued (i) for transfers trans-fers and replacements of then outstanding shares of capital stockEquity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock Equity Interests of such SubsidiariesSubsidiary, (iii) to qualify directors to the extent required by applicable law, and law or (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) The Borrower may issue Qualified Capital Stock so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (y) with respect to each issue of Qualified Capital Stock, the gross cash proceeds therefrom (or in the case of Qualified Capital Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of the assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance.

Limitation on Issuance of Capital Stock. (a) (a) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists has occurred and is continuing or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 10.07 and 9.08 10.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation PeriodPeriod and still outstanding) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, and (iv) by newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists has occurred and is continuing or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 9.0710.07 and 9.08 9.0810.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation PeriodPeriod and still outstanding) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, and (iv) by newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Except as otherwise permitted by Sections 7.3 and 7.5, or to the extent attendant to transactions described by the Business Plan, the Borrower will not permit any of the Covered Parties (other than the Borrower) to issue (i) any Preferred Stock participating preferred stock or other than (x) Qualified Preferred Stock participating preferred equity interests or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default preferred stock or Event of Default then exists other preferred equity interests convertible to common stock or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period common equity interest or (ii) any redeemable common stock or other redeemable common equity interest other than common stock or other redeemable common equity interest that is redeemable at the sole option of the BorrowerBorrower or such Covered Party, as the case may be. (b) The Except as otherwise permitted by Sections 7.3 and 7.5, and except as a part of the NEG Equity Transactions, the Borrower shall will not permit any of its Subsidiaries the Covered Parties (other than the Borrower) to issue any Equity Interests capital stock or other equity interests (including by way of sales of treasury stock) or any options (other than the Option) or warrants to purchase, or securities convertible into, capital stockstock or other equity interests, except for issuances of non-redeemable common equity interests issued (other than LLC) (i) for transfers and replacements of then outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries the Covered Parties in any class of the capital stock or other equity interests of such Subsidiariesother Covered Parties, (iii) pursuant to qualify directors employee stock option plans, (iv) to the extent the Borrower reasonably determines that such issuance is required by applicable lawLaw, and or (ivv) to the extent attendant to transactions described by newly created or acquired Subsidiaries in accordance with the terms of this AgreementBusiness Plan.

Limitation on Issuance of Capital Stock. (a) The Except as otherwise permitted by Sections 7.3 and 7.5, the Borrower will not, and will not permit LLC or NEG, Inc. to, issue (i) any Preferred Stock participating preferred stock or other than (x) Qualified Preferred Stock participating preferred equity interests or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default preferred stock or Event of Default then exists other preferred equity interests convertible to common stock or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period common equity interest or (ii) any redeemable common stock or other redeemable equity interest other than common stock or other redeemable common equity interest that is redeemable at the sole option of the Borrower. , LLC or NEG, Inc., as the case may be. (b) The Except as otherwise permitted by Sections 7.3 and 7.5, the Borrower shall will not permit any of its Subsidiaries LLC or NEG, Inc. to issue any Equity Interests capital stock or other equity interests (including by way of sales of treasury stock) or any options (other than the Option) or warrants to purchase, or securities convertible into, capital stockstock or other equity interests, except for issuances of non-redeemable common equity interests issued (other than LLC) (i) for transfers and replacements of then outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries the Covered Parties in any class of the capital stock or other equity interests of such Subsidiariesother Covered Parties, (iii) pursuant to qualify directors employee stock option plans, or (iv) to the extent the Borrower reasonably determines that such issuance is required by applicable lawLaw. Notwithstanding the foregoing, the Borrower will not permit any Subsidiary whose Capital Stock is pledged pursuant hereto to issue any additional Capital Stock of any type (other than (1) Capital Stock issued by PGE Utility and (iv2) the portion of the Capital Stock issued by newly created a Subsidiary to an entity other than the Borrower or acquired Subsidiaries in accordance with LLC as a pro rata distribution to all of the terms shareholders of this Agreementsuch Subsidiary) unless, simultaneously therewith, the Collateral Agent receives a perfected, first priority security interest therein.

Limitation on Issuance of Capital Stock. (a) The Borrower will not issue (i) any Preferred Stock preferred stock or other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period preferred equity interests or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that is redeemable at the sole option of the Borrower, in each case, other than Qualified Capital Stock issued pursuant to clause (c) below. (b) The Borrower shall will not permit any of its Subsidiaries to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockstock or other Equity Interests, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock or other equity interests of such SubsidiariesSubsidiary, (iii) to qualify directors to the extent required by applicable law, and law or (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) The Borrower may issue Qualified Capital Stock so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (y) with respect to each issue of Qualified Capital Stock, the gross cash proceeds therefrom (or in the case of Qualified Capital Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of the assets received therefor) shall be at least equal to 100% of the liquidation preference thereof at the time of issuance.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock preferred stock or other preferred equity interests other than (x) Qualified Preferred Stock of the Borrower or (y) Disqualified Preferred Stock so long as, on the date any preferred stock issued by a Subsidiary of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower to the extent that such preferred stock is in compliance with held by the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on Borrower or a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period Wholly-Owned Subsidiary thereof or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that is redeemable at the sole option of the BorrowerBorrower or such Subsidiary, as the case may be. (b) The Borrower shall will not permit any of its Subsidiaries to issue any Equity Interests capital stock or other equity interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockstock or other equity interests, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock or other equity interests of such SubsidiariesSubsidiary, (iii) in the case of Foreign Subsidiaries, to qualify directors and other nominal amounts required to be held by local nationals in each case to the extent required by applicable law, and or (iv) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement. (c) The Borrower will not permit any Person, other than one or more members of the Onex Group, to own or hold any MVS Common Stock.

Limitation on Issuance of Capital Stock. (a) The Except as --------------------------------------- otherwise permitted by Sections 7.3 and 7.5 or to the extent attendant to transactions described by the Business Plan, the Borrower will not permit any of the Covered Parties (other than the Borrower) to issue (i) any Preferred Stock participating preferred stock or other than (x) Qualified Preferred Stock participating preferred equity interests or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default preferred stock or Event of Default then exists other preferred equity interests convertible to common stock or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period common equity interest or (ii) any redeemable common stock or other redeemable common equity interest other than common stock or other redeemable common equity interest that is redeemable at the sole option of the BorrowerBorrower or such Covered Party, as the case may be. (b) The Except as otherwise permitted by Sections 7.3 and 7.5, the Borrower shall will not permit any of its Subsidiaries the Covered Parties (other than the Borrower) to issue any Equity Interests capital stock or other equity interests (including by way of sales of treasury stock) or any options (other than the Option) or warrants to purchase, or securities convertible into, capital stockstock or other equity interests, except for issuances of non-redeemable common equity interests issued (other than LLC) (i) for transfers and replacements of then outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries the Covered Parties in any class of the capital stock or other equity interests of such Subsidiariesother Covered Parties, (iii) pursuant to qualify directors employee stock option plans, (iv) to the extent the Borrower reasonably determines that such issuance is required by applicable lawLaw, and or (ivv) to the extent attendant to transactions described by newly created or acquired Subsidiaries in accordance with the terms of this AgreementBusiness Plan.

Limitation on Issuance of Capital Stock. (a) The Borrower Holdings will --------------------------------------- not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock (other than (x) Disqualified Preferred Stock and Qualified Preferred Stock issued pursuant to clauses (c) and (d) below, respectively) or (y) Disqualified any options, warrants or rights to purchase Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Banks in their sole option of the Borrowerdiscretion. (b) The Borrower Holdings shall not permit any of its Subsidiaries to issue any Equity Interests capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Holdings or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, law and (iv) by newly created or acquired Subsidiaries formed after the Effective Date pursuant to Section 9.15 may issue capital stock in accordance with the terms requirements of Section 9.15. All capital stock issued in accordance with this Section 9.13(b) shall, to the extent required by the Pledge Agreement, be delivered to the Collateral Agent for pledge pursuant to the Pledge Agreement. (c) Holdings may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Effective Date pursuant to this Section 9.13(c) shall not to exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(j), $15,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the fair market value thereof (as determined in good faith by Holdings) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by Holdings of compliance with the covenants contained in Sections 9.08 through 9.11 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis after giving effect to the respective --- ----- issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) Holdings shall furnish to the Agent a certificate by an Authorized Officer of Holdings certifying to the best of his or her knowledge as to compliance with the requirements of this AgreementSection 9.13(c) and containing the pro forma calculations required by the preceding clause (iv). --- ----- (d) Holdings may issue Qualified Preferred Stock so long as, with respect to each issue of Qualified Preferred Stock, Holdings receives reasonably equivalent consideration (as determined in good faith by Holdings).

Limitation on Issuance of Capital Stock. (a) The Borrower Holdings will not, --------------------------------------- and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock preferred stock or other preferred equity interests other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period issued by Holdings or (ii) any redeemable common stock or other redeemable common equity interests other than common stock or other redeemable common equity interests that is redeemable at the sole option of Holdings or such Subsidiary, as the Borrowercase may be. (b) The Borrower shall Holdings will not permit any of its Subsidiaries to issue any Equity Interests capital stock or other equity interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stockstock or other equity interests, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stockstock or other equity interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Holdings or any of its Subsidiaries in any class of the capital stock or other equity interests of such SubsidiariesSubsidiary, (iii) to qualify directors to the extent required by applicable law, and (iv) for issuances by non-Wholly-Owned Subsidiaries of the Borrower for fair market value and in exchange for contributions made to such Subsidiaries by the minority shareholders thereof, or (v) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any preferred stock (or any options, warrants or rights to purchase preferred stock) other than Qualified Preferred Stock other than of Holdings and 16% Redeemable Preferred Stock of Holdings (although no additional shares of 16% Redeemable Preferred Stock may be issued after the Restatement Effective Date except (x) Qualified Preferred Stock or as permitted by Section 8.20 and (y) Disqualified for up to $25,000,000 in the aggregate in original issuance amount of additional shares of 16% Redeemable Preferred Stock so long as, on either for cash the date proceeds of any an issuance which are used to finance a Permitted Acquisition or as part of Disqualified Preferred Stock, (Ithe consideration to be paid for a Permitted Acquisition) no Specified Default or Event of Default then exists or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 and 9.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock (other than common stock that is redeemable at the sole option of the BorrowerHoldings or such Subsidiary). (b) The Borrower shall Holdings will not permit any of its Subsidiaries to issue any Equity Interests capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Holdings or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, and (iv) by newly created or acquired Subsidiaries formed after the Restatement Effective Date pursuant to Section 9.15 may issue capital stock in accordance with the terms requirements of Section 9.15 and (v) for additional issuances of capital stock as a result of capital contributions made pursuant to Sections 9.05 (ix) and (xii). All capital stock issued in accordance with this Section 9.13(b) shall, to the extent required by the Pledge Agreement, be delivered to the Collateral Agent for pledge pursuant to the Pledge Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower will not issue (i) any Preferred Stock other than (x) Qualified Preferred Stock or (y) Disqualified Preferred Stock so long as, on the date of any an issuance of Disqualified Preferred Stock, (I) no Specified Default or Event of Default then exists has occurred and is continuing or would result therefrom and (II) the Borrower is in compliance with the covenants contained in Sections 9.07 10.07 and 9.08 10.08 for the most recently ended Calculation Period, on a pro forma basis as if the respective issuance of Disqualified Preferred Stock (as well as all other issuances of Disqualified Preferred Stock theretofore consummated after the first day of such Calculation PeriodPeriod and still outstanding) had occurred on the first day of such Calculation Period or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the Borrower. (b) The Borrower shall not permit any of its Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except for issuances of non-redeemable common equity interests issued (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such Subsidiaries, (iii) to qualify directors to the extent required by applicable law, and (iv) by newly created or acquired Subsidiaries in accordance with the terms of this Agreement.