Common use of Limitation on Issuance of Equity Clause in Contracts

Limitation on Issuance of Equity. (a) 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 stock or other equity interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Holdings or any of its Subsidiaries in any class of the capital stock or other equity interests of such Subsidiary, (iii) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement, (iv) to qualify directors to the extent required by applicable law or (v) with respect to Foreign Subsidiaries, any options to purchase shares of capital stock or other equity interests of such Foreign Subsidiaries to the extent required by the laws of the foreign jurisdiction in which such Foreign Subsidiary is organized. (b) Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any class of preferred equity (provided that Holdings may issue (x) Qualified Preferred Equity so long as the aggregate amount thereof shall not exceed $50,000,000, (y) Permitted Earn-Out Preferred Equity and (z) in addition to clauses (x) and (y) above, PIK Preferred Equity so long as the aggregate liquidation preference thereof shall not exceed (A) $45,000,000 plus (B) the amount of all Dividends in respect of such PIK Preferred Equity which are paid in kind or by accrual or accretion plus (C) an additional liquidation preference resulting from the exchange of series B PIK Preferred Equity for series C PIK Preferred Equity in accordance with the terms of the documentation governing the PIK Preferred Equity) or (ii) any class of redeemable (except at the sole option of Holdings or such Subsidiary) common equity.

Limitation on Issuance of Equity. (a) Holdings The Parent 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 stock or other equity interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Holdings the Parent or any of its Subsidiaries in any class of the capital stock or other equity interests of such Subsidiary, except that the Borrower's indirect ownership percentage in non-Wholly Owned Subsidiaries may decrease but not below a majority of the total economic and voting interest of such Subsidiaries, (iii) for issuances to the Borrower or any of its Wholly-Owned Subsidiaries in connection with the creation of new Wholly-Owned Subsidiaries permitted under Section 9.15 or in connection with transactions permitted under Section 9.05, (iv) for issuances by newly Subsidiaries which are joint ventures created or acquired Subsidiaries in accordance with the terms of this AgreementSection 9.05(xviii), (ivv) to qualify directors to the extent required by applicable law law, (vi) for issuances to the Borrower or any of its Wholly-Owned Subsidiaries pursuant to transactions permitted pursuant to Section 9.02(v), (vi) or (vvii), (vii) for issuances by Wholly-Owned Foreign Subsidiaries of the Borrower to third Persons to satisfy local law requirements or (viii) for issuances by non-Wholly-Owned Subsidiaries of the Borrower created in accordance with respect to Foreign SubsidiariesSection 9.15, any options to purchase shares so long as the Borrower's direct or indirect ownership percentage in such non-Wholly-Owned Subsidiary does not fall below a majority of capital stock or other equity interests the total economic and voting interest of such Foreign Subsidiaries to the extent required by the laws of the foreign jurisdiction in which such Foreign Subsidiary is organizednon-Wholly-Owned Subsidiary. (b) Holdings The Parent will not, and will not permit any of its Subsidiaries to, issue after the Effective Date (i) any class of preferred equity (provided that Holdings (A) the Parent may issue (x) preferred equity that is Qualified Preferred Equity so long as the aggregate amount thereof shall not exceed $50,000,000, Capital Stock and (y) Permitted Earn-Out Preferred Equity Equity), and (z) in addition to clauses (x) and (y) above, PIK Preferred Equity so long as the aggregate liquidation preference thereof shall not exceed (A) $45,000,000 plus (B) Subsidiaries of Holdings may issue preferred equity to the amount Borrower or any Wholly-Owned Subsidiary of all Dividends in respect of the Borrower (or otherwise, to the extent such PIK Preferred Equity which are paid in kind Subsidiary is a joint venture created or by accrual or accretion plus (C) an additional liquidation preference resulting from the exchange of series B PIK Preferred Equity for series C PIK Preferred Equity acquired in accordance with Section 9.05(xviii)). (c) Notwithstanding the terms of foregoing, the documentation governing the PIK Preferred Equity) or (ii) any class of redeemable (except at the sole option of Holdings or such Subsidiary) Borrower may issue common equitystock and preferred stock to Holdings.

Limitation on Issuance of Equity. (a) Holdings The Borrower 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 stock or other equity interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Holdings the Borrower or any of its Subsidiaries in any class of the capital stock or other equity interests of such Subsidiary, (iii) for issuances to the Borrower or any of its Wholly-Owned Subsidiaries in connection with the creation of new Wholly-Owned Subsidiaries permitted under Section 7.11 or in connection with transactions permitted under Section 7.05, (iv) for issuances by newly Dynavox LLC, (v) for issuances by Subsidiaries which are joint ventures created or acquired Subsidiaries in accordance with the terms of this Agreement, Section 7.05(xviii) or (ivvi) to qualify directors to the extent required by applicable law or (v) with respect to Foreign Subsidiaries, any options to purchase shares of capital stock or other equity interests of such Foreign Subsidiaries to the extent required by the laws of the foreign jurisdiction in which such Foreign Subsidiary is organizedlaw. (b) Holdings The Borrower will not, and will not permit any of its Subsidiaries to, issue after the Effective Date (i) any class of preferred equity (provided that Holdings (A) Subsidiaries of the Borrower may issue preferred equity to the Borrower or any Wholly-Owned Subsidiary of the Borrower (x) Qualified Preferred Equity so long as or otherwise, to the aggregate amount thereof shall not exceed $50,000,000, (y) Permitted Earn-Out Preferred Equity and (z) extent such Subsidiary is a joint venture created or acquired in addition to clauses (xaccordance with Section 7.05(xviii) and (y) above, PIK Preferred Equity so long as the aggregate liquidation preference thereof shall not exceed (A) $45,000,000 plus (B) Dynavox LLC may issue preferred units pursuant to the amount of all Dividends in respect of such PIK Preferred Equity which are paid in kind or by accrual or accretion plus (C) an additional liquidation preference resulting from the exchange of series B PIK Preferred Equity for series C PIK Preferred Equity in accordance with the terms of the documentation governing the PIK Preferred EquityDynavox Restructuring) or (ii) any class of redeemable (except at the sole option of Holdings the Borrower or such Subsidiary) common equity.

Limitation on Issuance of Equity. (a) 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 stock or other equity interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Holdings or any of its Subsidiaries in any class of the capital stock or other equity interests of such Subsidiary, (iii) for issuances to the Borrower or any of its Wholly-Owned Subsidiaries in connection with the creation of new Wholly-Owned Subsidiaries permitted under Section 8.15 or in connection with transactions permitted under Section 8.05, (iv) for issuances by newly Dynavox LLC so long as after giving effect to any such issuance all equity interests issued by Dynavox LLC are pledged to the Collateral Agent pursuant to the Dynavox Pledge Agreement, (v) for issuances by Subsidiaries which are joint ventures created or acquired Subsidiaries in accordance with the terms of this Agreement, Section 8.05(xix) or (ivvi) to qualify directors to the extent required by applicable law or (v) with respect to Foreign Subsidiaries, any options to purchase shares of capital stock or other equity interests of such Foreign Subsidiaries to the extent required by the laws of the foreign jurisdiction in which such Foreign Subsidiary is organizedlaw. (b) Holdings will not, and will not permit any of its Subsidiaries to, issue after the Effective Date (i) any class of preferred equity (provided that (A) Holdings may issue (x) Qualified Preferred Equity so long as the aggregate amount thereof shall not exceed $50,000,000, and (y) Permitted Earn-Out Preferred Equity and Equity), (zB) Subsidiaries of Holdings may issue preferred equity to the Borrower or any Wholly-Owned Subsidiary of the Borrower (or otherwise, to the extent such Subsidiary is a joint venture created or acquired in addition to clauses (xaccordance with Section 8.05(xix) and (y) above, PIK Preferred Equity so long as the aggregate liquidation preference thereof shall not exceed (A) $45,000,000 plus (B) the amount of all Dividends in respect of such PIK Preferred Equity which are paid in kind or by accrual or accretion plus (C) an additional liquidation preference resulting from Dynavox LLC may issue preferred units pursuant to the exchange of series B PIK Preferred Equity for series C PIK Preferred Equity in accordance with the terms of the documentation governing the PIK Preferred EquityDynavox Restructuring) or (ii) any class of redeemable (except at the sole option of Holdings or such Subsidiary) common equity.

Limitation on Issuance of Equity. (a) 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 stock or other equity interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Holdings or any of its Subsidiaries in any class of the capital stock or other equity interests of such Subsidiary, except that the US Borrower's indirect ownership percentage in non-Wholly Owned Subsidiaries may decrease but not below a majority of the total economic and voting interest of such Subsidiaries, (iii) for issuances to the US Borrower or any of its Wholly-Owned Subsidiaries in connection with the creation of new Wholly-Owned Subsidiaries permitted under Section 8.15 or in connection with transactions permitted under Section 8.05, (iv) for issuances by newly Subsidiaries which are joint ventures created or acquired Subsidiaries in accordance with the terms of this AgreementSection 8.05(xviii), (ivv) to qualify directors to the extent required by applicable law law, (vi) for issuances to the US Borrower or any of its Wholly-Owned Subsidiaries pursuant to transactions permitted pursuant to Section 8.02(v), (vi) or (vvii), (vii) for issuances by Wholly-Owned Foreign Subsidiaries of the US Borrower to third Persons to satisfy local law requirements or (viii) for issuances by non-Wholly-Owned Subsidiaries of the US Borrower created in accordance with respect to Foreign SubsidiariesSection 8.15, any options to purchase shares so long as the US Borrower's direct or indirect ownership percentage in such non-Wholly-Owned Subsidiary does not fall below a majority of capital stock or other equity interests the total economic and voting interest of such Foreign Subsidiaries to the extent required by the laws of the foreign jurisdiction in which such Foreign Subsidiary is organizednon-Wholly-Owned Subsidiary. (b) Holdings will not, and will not permit any of its Subsidiaries to, issue after the Restatement Effective Date (i) any class of preferred equity (provided that (A) Holdings may issue (x) preferred equity that is Qualified Preferred Equity so long as the aggregate amount thereof shall not exceed $50,000,000, Capital Stock and (y) Permitted Earn-Out Preferred Equity Equity), and (z) in addition to clauses (x) and (y) above, PIK Preferred Equity so long as the aggregate liquidation preference thereof shall not exceed (A) $45,000,000 plus (B) Subsidiaries of Holdings may issue preferred equity to the amount US Borrower or any Wholly-Owned Subsidiary of all Dividends in respect of the US Borrower (or otherwise, to the extent such PIK Preferred Equity which are paid in kind Subsidiary is a joint venture created or by accrual or accretion plus (C) an additional liquidation preference resulting from the exchange of series B PIK Preferred Equity for series C PIK Preferred Equity acquired in accordance with Section 8.05(xviii)). (c) Notwithstanding the terms of foregoing, the documentation governing the PIK Preferred Equity) or (ii) any class of redeemable (except at the sole option of Holdings or such Subsidiary) US Borrower may issue common equitystock and preferred stock to Holdings.

Limitation on Issuance of Equity. (a) 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 stock or other equity interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of Holdings or any of its Subsidiaries in any class of the capital stock or other equity interests of such Subsidiary, (iii) for issuances to GWR or any of its Subsidiaries in connection with the creation of new Wholly-Owned Subsidiaries permitted under Section 8.14, (iv) for issuances by newly Subsidiaries which are joint ventures created or acquired Subsidiaries in accordance with the terms of this Agreement, Section 8.05(xvi) or (ivv) to qualify directors to the extent required by applicable law or (v) with respect to Foreign Subsidiaries, any options to purchase shares of capital stock or other equity interests of such Foreign Subsidiaries to the extent required by the laws of the foreign jurisdiction in which such Foreign Subsidiary is organizedlaw. (b) Holdings will not, and will not permit any of its Subsidiaries to, issue (i) any class of preferred equity (provided that (A) Holdings may issue (x) Qualified Preferred Equity so long as the aggregate amount thereof shall not exceed $50,000,000, and (y) Permitted Earn-Out Preferred Equity and (z) in addition to clauses (xEquity) and (y) above, PIK Preferred Equity so long as the aggregate liquidation preference thereof shall not exceed (A) $45,000,000 plus (B) Subsidiaries of Holdings may issue preferred equity to GWR or any Wholly-Owned Subsidiary of GWR (or otherwise, to the amount of all Dividends in respect of extent such PIK Preferred Equity which are paid in kind Subsidiary is a joint venture created or by accrual or accretion plus (C) an additional liquidation preference resulting from the exchange of series B PIK Preferred Equity for series C PIK Preferred Equity acquired in accordance with the terms of the documentation governing the PIK Preferred EquitySection 8.05(xvi)) or (ii) any class of redeemable (except at the sole option of Holdings or such Subsidiary) common equity.