Limitation on Issuance of Capital Stock. Borrower will not, and will not permit any Subsidiary to, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for stock splits, stock dividends and additional Equity Interest issuances which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date pursuant to Section 6.11 may issue Equity Interests to Borrower or the Subsidiary of Borrower which is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to Parent. All Equity Interests issued in accordance with this Section 6.10 shall, to the extent required by Section 5.11 or the Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the Security Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.)
Limitation on Issuance of Capital Stock. Borrower will not, and will not permit any Subsidiary to, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for stock splits, stock dividends and additional Equity Interest issuances which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date pursuant to Section 6.11 may issue Equity Interests to Borrower or the Subsidiary of Borrower which is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to ParentHoldings. All Equity Interests issued in accordance with this Section 6.10 shall, to the extent required by Section 5.11 or the Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the Security Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.), Credit Agreement (Communications & Power Industries Inc)
Limitation on Issuance of Capital Stock. With respect to Borrower will not, and will not permit or any Subsidiary toSubsidiary, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity InterestsInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interest issuances Interests which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest Interests of such Subsidiary; , (ii) Subsidiaries of Borrower formed or acquired after the Closing Date pursuant to in accordance with Section 6.11 6.14 may issue Equity Interests to Borrower or the Wholly Owned Subsidiary of Borrower which is to own such stock; Equity Interests, and (iii) Borrower may issue common stock that is Qualified Capital Stock to ParentHoldings. All Equity Interests issued in accordance with this Section 6.10 6.13(b) shall, to the extent required by Section Sections 5.11 and 5.12 or the any Security AgreementDocument, be delivered to the Collateral Agent for pledge pursuant to the applicable Security AgreementDocument.
Appears in 3 contracts
Samples: Credit Agreement (Biglari Holdings Inc.), Credit Agreement (Biglari Holdings Inc.), Credit Agreement (Biglari Holdings Inc.)
Limitation on Issuance of Capital Stock. Borrower will not(a) With respect to BearingPoint, and issue any Equity Interest that is not Qualified Capital Stock.
(b) Borrowers will not permit any Subsidiary 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 InterestsInterest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interest Interests issuances which do not decrease the percentage ownership of any Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of any Borrower formed after the Closing Date pursuant to Section 6.11 6.12 may issue Equity Interests to such Borrower or the Subsidiary of such Borrower which is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to Parent. All Equity Interests issued in accordance with this Section 6.10 6.11(b) shall, to the extent required by Section 5.11 this Agreement or the Security Agreement, be delivered to the Collateral Administrative Agent for pledge pursuant to the Security Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Bearingpoint Inc), Credit Agreement (Bearingpoint Inc)
Limitation on Issuance of Capital Stock. Neither Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity InterestsInterest, except (ia) for stock splits, stock dividends and additional issuances of Equity Interest issuances Interests which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (iib) Subsidiaries of Borrower formed after the Closing Date pursuant to in accordance with Section 6.11 may issue Equity Interests to Borrower or the Subsidiary of Borrower which is to own such stockEquity Interests; and (iiic) Borrower may issue common stock that is Qualified not Disqualified Capital Stock to Parent. All Equity Interests issued in accordance with this Section 6.10 shall, to the extent required by Section Sections 5.11 and 5.12 or the any Security AgreementDocument, be delivered to the Collateral Agent for pledge pursuant to the applicable Security AgreementDocument.
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Limitation on Issuance of Capital Stock. Borrower will not, and Holdings will not permit any Subsidiary to, to issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for stock splits, stock dividends and additional Equity Interest issuances which that do not decrease the percentage ownership of Borrower or any Subsidiaries Subsidiary in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower Holdings formed after the Closing Date pursuant to Section 6.11 may issue Equity Interests to Borrower Holdings or the Subsidiary of Borrower which Holdings that is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to Parenta Guarantor (so long as the Collateral Agent has a valid and perfected Lien on and security interest in such Qualified Capital Stock); (iv) only to the extent required in accordance with applicable law, any Foreign Subsidiary may issue directors’ qualifying shares; and (v) in connection with a transaction permitted under Section 6.04. All Equity Interests (other than capital stock issued by Holdings) issued in accordance with this Section 6.10 shall, to the extent required by Section 5.11 5.12 or the applicable Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Agreement.
Appears in 1 contract
Samples: Credit Agreement (Herbalife Ltd.)
Limitation on Issuance of Capital Stock. No Borrower will notwill, and will not permit any Subsidiary toSubsidiary, 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 InterestsInterest of any Subsidiary, 110 except (i) for stock splits, stock dividends and additional Equity Interest issuances which do not decrease the percentage ownership of any Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of any Borrower formed after the Closing Date pursuant to Section 6.11 6.12 may issue Equity Interests to such Borrower or the Subsidiary of such Borrower which is to own such stock; and (iii) each Borrower may issue common stock that is Qualified Capital Stock to ParentHoldings. All Equity Interests issued in accordance with this Section 6.10 6.11 shall, to the extent required by Section 5.11 5.12 or the Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the Security Agreement.
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Limitation on Issuance of Capital Stock. Without the prior written consent of the Administrative Agent, Borrower will not, and will not permit any Subsidiary toSubsidiary, 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 InterestsInterest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interest Interests issuances which do not decrease the percentage ownership of Borrower or any Subsidiaries Subsidiary in any class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of Borrower formed after the Closing Date pursuant to Section 6.11 6.12 may issue Equity Interests to Borrower or the Subsidiary of Borrower which is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to Parent. All Equity Interests issued in accordance with this Section 6.10 6.11(b) shall, to the extent required by Section 5.11 5.12 or the Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the Security Agreement.
Appears in 1 contract
Samples: Credit Agreement (Broder Bros Co)
Limitation on Issuance of Capital Stock. No Borrower will notwill, and will not permit any Subsidiary toSubsidiary, 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 InterestsInterest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interest issuances which do not decrease the percentage ownership of any Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of any Borrower formed after the Closing Restatement Date pursuant to Section 6.11 6.12 may issue Equity Interests to such Borrower or the Subsidiary of such Borrower which is to own such stock; and (iii) each Borrower may issue common stock that is Qualified Capital Stock to ParentHoldings. All Equity Interests issued in accordance with this Section 6.10 6.11 shall, to the extent required by Section 5.11 5.12 or the Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the Security Agreement.
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Limitation on Issuance of Capital Stock. Borrower will not, and Parent will not permit any Subsidiary to, to issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interests, except (i) for stock splits, stock dividends and additional Equity Interest issuances which that do not decrease the percentage ownership of Borrower or any Subsidiaries Subsidiary in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of Borrower formed after the Closing Date pursuant to Section 6.11 may issue Equity Interests to Borrower or the Subsidiary of Borrower which that is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to ParentLuxembourg Intermediate Holdings; and (iv) only to the extent required in accordance with applicable law, any Foreign Subsidiary may issue directors’ qualifying shares. Notwithstanding the foregoing, the preceding limitation shall not apply with respect to issuances of Equity Interests of Holdings. All Equity Interests (other than capital stock issued by Holdings) issued in accordance with this Section 6.10 shall, to the extent required by Section 5.11 5.12 or the applicable Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Agreement.
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Limitation on Issuance of Capital Stock. Borrower will not(a) With respect to Borrower, and will issue any Equity Interest that is not permit Qualified Capital Stock.
(b) With respect to any Subsidiary toSubsidiary, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity InterestsInterest, except (i) for stock splits, stock dividends and additional issuances of Equity Interest issuances Interests which do not decrease the percentage ownership of Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of Borrower formed after the Closing Effective Date pursuant to in accordance with Section 6.11 6.14 may issue Equity Interests to Borrower or the Subsidiary of Borrower which is to own such stock; and (iii) Borrower may issue common stock that is Qualified Capital Stock to ParentEquity Interests. All Equity Interests issued in accordance with this Section 6.10 6.13(b) shall, to the extent required by Section Sections 5.11 and 5.12 or the any Security Agreement, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Agreement.
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