Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company will not sell or otherwise dispose of, and will not permit any Restricted Subsidiary (other than as permitted under paragraph 5 of this Schedule), directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock).
3.2 The foregoing paragraph 3.1, however, will not apply to:
(a) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to the Company or a Restricted Subsidiary;
(b) any issuance or sale to directors of directors’ qualifying shares or issuances or sales of shares of Capital Stock of a Restricted Subsidiary to be held by third parties, in each case to the extent required by applicable law;
(c) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary made in compliance with paragraph 6 of this Schedule;
(d) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any remaining Investment in such Person would have been permitted to be made under paragraph 2 of this Schedule if made on the date of such issuance or sale; or
(e) Capital Stock issued by a Person prior to the time:
(i) such Person becomes a Restricted Subsidiary;
(ii) such Person consolidates or merges with or into a Restricted Subsidiary; or
(iii) a Restricted Subsidiary consolidates or merges with or into such Person; but only if such Capital Stock was not issued or Incurred by such Person in anticipation of it becoming a Restricted Subsidiary.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Company may not, and may not permit any Restricted Subsidiary of the Company to, issue, transfer, convey, sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary of the Company or securities convertible or exchangeable into, or options, warrants, rights or any other interest with respect to, Capital Stock of a Restricted Subsidiary of the Company to any person other than the Company or a Wholly-Owned Restricted Subsidiary of the Company except
(i) in a transaction that complies with the provisions of Section 1013;
(ii) if required, the issuance, transfer, conveyance, sale or other disposition of directors' qualifying shares;
(iii) in a transaction in which, or in connection with which, the Company or a Restricted Subsidiary acquires at the same time sufficient Capital Stock of such Restricted Subsidiary to at least maintain the same percentage ownership interest it had prior to such transaction;
(iv) constituting the issuance of Preferred Stock permitted by the provisions of Section 1008; and
(v) Disqualified Stock issued in exchange for, or upon conversion of, or the proceeds of the issuance of which are used to redeem, refinance, replace or refund shares of Disqualified Stock of such Restricted Subsidiary, provided that the amounts of the redemption obligations of such Disqualified Stock shall not exceed the amounts of the redemption obligations of, and such Disqualified Stock shall have redemption obligations no earlier than those required by, the Disqualified Stock being exchanged, converted, redeemed, refinanced, replaced or refunded.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Company will not and will not permit any Restricted Subsidiary to issue or sell any shares of Capital Stock of a Restricted Subsidiary (other than to the Company or a Restricted Subsidiary); PROVIDED, HOWEVER, that this covenant shall not prohibit (i) the issuance and sale of all, but not less than all, of the issued and outstanding Capital Stock of any Restricted Subsidiary in compliance with the other provisions of this Indenture, (ii) issuances or sales of Common Stock of a Restricted Subsidiary if (x) the proceeds of such issuance or sale are applied in accordance with Section 1017 and (y) immediately after giving effect thereto, the Company and its other Restricted Subsidiaries own no less than 51% of the outstanding Voting Stock of such Restricted Subsidiary, (iii) issuances or sales of Capital Stock of Restricted Subsidiaries that are subsidiaries of PCI that are permitted by the terms of the PCI Indenture or (iv) the ownership by directors of directors' qualifying shares or the ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, to the extent mandated by applicable law.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Issuer (i) shall not, and shall not permit any Restricted Subsidiary of the Issuer to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Issuer to any Person (other than the Issuer or a Restricted Subsidiary of the Issuer), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary (provided that minority interests in any such Capital Stock may be retained if necessary, in the determination of the Board of Directors, to facilitate such transfer, conveyance, sale, lease or other disposition), and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with any applicable provisions of Section 3.09 or Section 4.10 hereof, and (ii) shall not permit any Restricted Subsidiary of the Issuer to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors' qualifying shares) to any Person other than to the Issuer or a Restricted Subsidiary of the Issuer; provided, however, that the foregoing restrictions shall not apply to transfers, conveyances, sales, leases or other dispositions (collectively "dispositions") of any Capital Stock of any Restricted Subsidiary that have a fair market value at the time of such disposition of less than $5 million.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Guarantor may not, and may not permit any Restricted Subsidiary of the Guarantor to, issue, transfer, convey, sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary of the Guarantor or securities convertible or exchangeable into, or options, warrants, rights or any other interest with respect to, Capital Stock of a Restricted Subsidiary of the Guarantor to any Person other than the Guarantor or a Wholly Owned Restricted Subsidiary of the Guarantor except (i) a sale of all of the Capital Stock of such Restricted Subsidiary owned by the Guarantor and any Restricted Subsidiary of the Guarantor that complies with Section 10.13 above to the extent such Section applies, (ii) if required, the issuance, transfer, conveyance, sale or other disposition of directors' qualifying shares, (
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. (a) ACEP will not, and will not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than to ACEP or to any Restricted Subsidiary), unless:
(1) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary; and
(2) the Net Asset Sale Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10 hereof; provided, however, that this clause (a) will not apply to any pledge of Capital Stock of any Restricted Subsidiary securing First Lien Obligations, including the Credit Facilities, or any exercise of remedies in connection therewith; and
(b) ACEP will not permit any Restricted Subsidiary to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors' qualifying shares and shares of Capital Stock of foreign Subsidiaries issued to foreign nationals to the extent required under applicable law) to any Person other than ACEP or any Restricted Subsidiary.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell any shares of Capital Stock (or any options, warrants or other rights to purchase such Capital Stock) of a Restricted Subsidiary, except (i) any sale or issuance of Capital Stock to the Company or a Wholly Owned Restricted Subsidiary, (ii) any sale or issuance of Common Stock to directors as director qualifying shares, but only to the extent required under applicable law, (iii) any sale or other disposition of all, but not less than all, of the issued and outstanding Capital Stock of any Restricted Subsidiary owned by the Company and the Restricted Subsidiaries or (iv) any sale or issuance of Capital Stock of a Restricted Subsidiary (other than pursuant to clauses (i) or (ii)) if such Restricted Subsidiary would no longer be a Restricted Subsidiary immediately after such transaction and any Investment in such Person remaining after giving effect to such sale or issuance would have been permitted to be made under Section 10.13 hereof, and, in the case of both (iii) and (iv), in compliance with Section 10.15 hereof.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Issuers (i) shall not, and shall not permit any Restricted Subsidiary of the Issuers to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Issuers to any Person (other than the Issuers or a Restricted Subsidiary of the Issuers), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10, and (ii) shall not permit any Restricted Subsidiary of the Issuers to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors' qualifying shares) to any Person other than to the Issuers or a Restricted Subsidiary of the Issuers; provided, however, the foregoing restrictions shall not apply to (A) Investments in the entities described under clause (o) of the definition of Permitted Investments; (B) transfers, conveyances, sales, leases or other dispositions (collectively "dispositions") of any Capital Stock of any Restricted Subsidiary that have a fair market value at the time of such disposition of less than $1.0 million; or (C) a public offering of Equity Interests of Foamex Latin America which results in the net proceeds to Foamex Latin America of at least $15.0 million.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Company
(a) shall not permit any Restricted Subsidiary to issue any Capital Stock (other than to the Company or a Restricted Subsidiary) and (b) shall not permit any Person (other than the Company or a Restricted Subsidiary) to own any Capital Stock of any Restricted Subsidiary; provided, however, that this Section shall not prohibit (i) the sale or other disposition of all, but not less than all, of the issued and outstanding Capital Stock of a Restricted Subsidiary owned by the Company and its Restricted Subsidiaries in compliance with the other provisions of this Indenture or (ii) the ownership by directors of director's qualifying shares or the ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, to the extent mandated by applicable law.
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. Neither the Parent nor any Company will, directly or indirectly, sell, and the Companies will not permit any of their respective Restricted Subsidiaries to issue or sell, any shares of the Capital Stock of any Restricted Subsidiary or any options, warrants or other rights to purchase shares of such Capital Stock except (i) to the Parent or any Company, or (ii) if, immediately after giving effect to such issuance or sale, (A) neither the Parent nor any of its Restricted Subsidiaries owns any shares of Capital Stock of such Company or Subsidiary or any options, warrants or other rights to purchase shares of such Capital Stock and (B) such issuance or sale is made in compliance with this Agreement.
