Common use of Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries Clause in Contracts

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. 3.1 The Company will not sell or otherwise dispose of, and will (i) shall not permit any Restricted Subsidiary to issue any Capital Stock unless after giving effect thereto the Company's percentage interest (direct and indirect) in the Capital Stock of such Restricted Subsidiary is at least equal to its percentage interest prior thereto, and (ii) shall not, and shall 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 as permitted under paragraph 5 the Company or a Wholly Owned Restricted Subsidiary); provided that this covenant will not prohibit (x) 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 Schedule)Agreement, directly (y) the sale or indirectly, to issue or sell, any shares other disposition of a portion of the issued and outstanding Capital Stock of a Restricted Subsidiary (including options, warrants other than a Subsidiary Guarantor) whether or other rights to purchase shares not as a result of such Capital Stock). 3.2 The foregoing paragraph 3.1, however, will not apply to: (a) any issuance sale or sale of shares of Capital Stock of disposition such Restricted Subsidiary continues or ceases to be a Restricted Subsidiary if (A) at the time of such sale or disposition, the Company could make an Investment in the remaining Capital Stock held by it or one of its Restricted Subsidiaries in an amount equal to the Company or a Restricted Subsidiary; (b) any issuance or sale to directors amount 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 its remaining Investment in such Person would have been permitted pursuant to be made under paragraph 2 Section 5(g) of this Schedule if made on Agreement and (B) such sale or disposition is permitted under, and the date Company or such Restricted Subsidiary applies the Net Cash Proceeds of any such issuance sale in accordance with, the provisions of Section 5(j) of this Agreement, or sale; or (ez) the ownership by directors of director's qualifying shares or the ownership by foreign nationals of Capital Stock issued by a Person prior of any Restricted Subsidiary, 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 extent mandated by applicable law. The Company shall not permit any Restricted Subsidiary consolidates to issue any Preferred Stock other than to the Company 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 Subsidiaryany Subsidiary Guarantor.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 (a) The Company Issuer will not sell or otherwise dispose of, and will not permit any Restricted Subsidiary (other than as permitted under paragraph 5 of this ScheduleSection 4.12 hereof), 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, (b) Section 4.16(a) hereof will not apply to: (a1) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to the Company Issuer or a Restricted Subsidiary; (b2) 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; (c3) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary made in compliance with paragraph 6 of this ScheduleSection 4.10 hereof; (d4) 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 Section 4.07 hereof if made on the date of such issuance or sale; or (e5) Capital Stock issued by a Person prior to the time: (iA) such Person becomes a Restricted Subsidiary; (iiB) such Person consolidates or merges with or into a Restricted Subsidiary; or (iiiC) 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. 3.1 (a) The Company will Issuer shall not, and shall not sell permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of, and will shall not permit any Restricted Subsidiary (other than as permitted under paragraph 5 of this Schedule), directly or indirectly, to issue or sellissue, 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 3.1sentence, however, will shall not apply to: (ai) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to the Company Issuer or a Restricted Subsidiary; (bii) any issuance or sale to directors of directors’ qualifying shares or issuances or sales of shares of Capital Stock of a Restricted Subsidiary Subsidiaries to be held by third parties, in each case to the extent required by applicable law; (ciii) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary made in compliance if the Issuer or such Restricted Subsidiary selling such Capital Stock complies with paragraph 6 of this Schedule;Section 4.11; or (div) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary if, 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 Section 4.07 if made on the date of such issuance or sale; or (e) . For purposes of this Section 4.08, the creation of a Lien on any 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) of a Restricted Subsidiary consolidates to secure Debt of the Issuer or merges any of its Restricted Subsidiaries shall not be deemed to be a violation of this Section 4.08; provided, however, that any sale or other disposition (other than in accordance with or into such Person; but only if such this Indenture) by the secured party of Capital Stock was not issued or Incurred by subject to such Person in anticipation Lien following foreclosure of it becoming a Restricted Subsidiaryits Lien shall be subject to this Section 4.08.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company (a) Each Credit Party will not sell or otherwise dispose of, and will not permit any other member of the Restricted Subsidiary Group (other than as permitted under paragraph 5 of this ScheduleSection 6.5), 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 (b) The foregoing paragraph 3.1Section 6.3(a), however, will not apply to: (ai) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to another member of the Company or a Restricted SubsidiaryGroup; (bii) 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; (ciii) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary made in compliance with paragraph 6 of this ScheduleSection 6.6; (div) 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 Section 6.2 if made on the date of such issuance or sale; or (ev) Capital Stock issued by a Person prior to the time: (iA) such Person becomes a Restricted Subsidiary; (iiB) such Person consolidates or merges with or into a Restricted Subsidiary; or (iiiC) 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. 3.1 The Company will not sell or otherwise dispose ofmay not, and will may not permit any Restricted Subsidiary (other than as permitted under paragraph 5 to, issue, transfer, convey, sell or otherwise dispose of this Schedule), directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including or securities convertible or exchangeable into, or options, warrants warrants, rights or any other rights to purchase shares of such Capital Stock). 3.2 The foregoing paragraph 3.1interest with respect to, however, will not apply to: (a) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to any Person other than the Company or a Restricted SubsidiarySubsidiary except: (1) a sale of all of the Capital Stock of such Restricted Subsidiary owned by the Company and any Restricted Subsidiary that complies with the provisions described in the section above entitled Section 3.15 to the extent such provisions apply, (2) in a transaction that results in such Restricted Subsidiary becoming a Joint Venture; provided o such transaction complies with the provisions described in Section 3.15 to the extent such provisions apply, and o the remaining interest of the Company or any other Restricted Subsidiary in such Joint Venture would have been permitted as a new Restricted Payment or Permitted Investment under the provisions of Section 3.11; (b3) any issuance the issuance, transfer, conveyance, sale or sale to directors of directors’ qualifying shares or issuances or sales other disposition of shares of such Restricted Subsidiary so long as after giving effect to such transaction such Restricted Subsidiary remains a Restricted Subsidiary and such transaction complies with the provisions described in Section 3.15 to the extent such provisions apply; (4) the transfer, conveyance, sale or other disposition of shares required by applicable law or regulation; (5) if required, the issuance, transfer, conveyance, sale or other disposition of directors' qualifying shares; (6) Disqualified Stock issued in exchange for, or upon conversion of, or the proceeds of the issuance of which are used to redeem, replace, refund or refinance, 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, replaced, refunded or refinanced; (7) in a transaction where the Company or a Restricted Subsidiary acquires at the same time not less than its Proportionate Interest in such issuance of Capital Stock; (8) Capital Stock issued and outstanding on the date of the Indenture; (9) 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 issued 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 outstanding prior to the time: (i) time that 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 so long as such Capital Stock was not issued or Incurred by in contemplation of such Person in anticipation of it Person's becoming a Restricted Subsidiary or otherwise being acquired by the Company; and (10) an issuance of Preferred Stock of a Restricted Subsidiary (other than Preferred Stock convertible or exchangeable into Common Stock of any Restricted Subsidiary) otherwise permitted by the Indenture.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company Company (a) will not sell or otherwise dispose ofpermit any Restricted Subsidiary to issue any Capital Stock unless after giving effect thereto the Company's percentage interest (direct and indirect) in the Capital Stock of such Restricted Subsidiary is at least equal to its percentage interest prior thereto, and (b) 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 as permitted under paragraph 5 the Company or a Wholly Owned Restricted Subsidiary); provided that this covenant will 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 Schedule)Indenture, directly (ii) the sale or indirectly, to issue or sell, any shares other disposition of a portion of the issued and outstanding Capital Stock of a Restricted Subsidiary (including options, warrants other than a Subsidiary Guarantor) whether or other rights to purchase shares not as a result of such Capital Stock). 3.2 The foregoing paragraph 3.1, however, will not apply to: (a) any issuance sale or sale of shares of Capital Stock of disposition such Restricted Subsidiary continues or ceases to be a Restricted Subsidiary if (A) at the time of such sale or disposition, the Company could make an Investment in the remaining Capital Stock held by it or one of its Restricted Subsidiaries in an amount equal to the Company or a Restricted Subsidiary; (b) any issuance or sale to directors amount 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 its remaining Investment in such Person would have been permitted pursuant to be made under paragraph 2 of this Schedule if made on the date of such issuance or sale; or Section 4.07 hereof and (e) Capital Stock issued by a Person prior to the time: (iB) such Person becomes a sale or disposition is permitted under, and the Company or such Restricted Subsidiary; (ii) Subsidiary applies the Net Cash Proceeds of any such Person consolidates sale in accordance with, Section 4.10 hereof, or merges with or into a Restricted Subsidiary; or (iii) a 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. The Company will not permit any Restricted Subsidiary consolidates to issue any Preferred Stock other than to the Company 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 Subsidiaryany Subsidiary Guarantor.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company will not sell or otherwise dispose of, and Company (a) will not permit any Restricted Subsidiary to issue any Capital Stock (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 wholly owned Restricted Subsidiary; ) and (b) will not permit any Person (other than the Company or a wholly owned Restricted Subsidiary) to own any Capital Stock of any Restricted Subsidiary; provided, however, that this Section 4.16 shall not prohibit (i) the issuance or sale any sale, transfer, lease, conveyance, 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 or any of its Restricted Subsidiaries in compliance with the other provisions of the Indenture, so long as the Net Cash Proceeds, if any, from such sale, transfer, lease, conveyance or other disposition are applied in accordance with Section 4.11 hereof, (ii) the ownership by other Persons of Qualified Capital Stock issued prior to the time such Restricted Subsidiary became a Subsidiary of the Company that was neither issued in contemplation of such Subsidiary becoming a Subsidiary nor acquired at that time, (iii) the ownership by directors of directors’ director qualifying shares or issuances or sales of shares the ownership by foreign nationals of Capital Stock of a any Restricted Subsidiary to be held by third partiesSubsidiary, in each case to the extent required mandated by applicable law; , (civ) arrangements existing on the Issuance Date, (v) (A) any issuance issuance, sale or sale of shares other disposition of Capital Stock (other than Preferred Stock) of a Restricted Subsidiary made in compliance with paragraph 6 if, immediately after giving effect thereto, such Restricted Subsidiary would remain a Restricted Subsidiary, or (B) the ownership by any Person of this Schedule; such Capital Stock, or (dvi) any issuance issuance, sale or sale of shares other disposition of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or salethereto, such Restricted Subsidiary Person would no longer constitute a Restricted Subsidiary and any remaining Investment in such Person remaining after giving effect thereto would have been permitted to be made (and shall be deemed to have been made) under paragraph 2 of this Schedule if made Section 4.8 hereof on the date of such issuance issuance, sale 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 Subsidiaryother disposition.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 (a) The Company will Issuer shall not, and shall not sell permit any Restricted Subsidiary to, sell, lease, transfer 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 sellissue, 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 3.1sentence, however, will shall not apply to: (ai) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to the Company Issuer or a Restricted Subsidiary; (bii) any issuance or sale to directors of directors’ qualifying shares or issuances or sales of shares of Capital Stock of a Restricted Subsidiary Subsidiaries to be held by third parties, in each case to the extent required by applicable law; (ciii) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary made in compliance if the Issuer or such Restricted Subsidiary selling such Capital Stock complies with paragraph 6 of this ScheduleSection 4.11; (div) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary if, 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 Section 4.07 hereunder if made on the date of such issuance or sale; orand (ev) any cancellation of the shares of Capital Stock issued of Invitel held by Invitel. For purposes of this Section 4.08, the creation of 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) Lien on any Capital Stock of a Restricted Subsidiary consolidates to secure Debt of the Issuer or merges any of its Restricted Subsidiaries will not be deemed to be a violation of this Section 4.08; provided, however, that any sale or other disposition (other than in accordance with or into such Person; but only if such this Indenture) by the secured party of Capital Stock was not issued or Incurred by subject to such Person in anticipation Lien following foreclosure of it becoming a Restricted Subsidiaryits Lien will be subject to this Section 4.08.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 (a) The Company will Issuer shall not, and shall not sell permit any Restricted Subsidiary to, sell, lease, transfer 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 sellissue, 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 3.1sentence, however, will shall not apply to: (ai) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to the Company Issuer or a Wholly Owned Restricted Subsidiary; (bii) any issuance or sale to directors of directors’ qualifying shares or issuances or sales of shares of Capital Stock of a Restricted Subsidiary Subsidiaries 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; (diii) 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 Section 4.07 hereunder if made on the date of such issuance or sale; orand (eiv) any cancellation of the shares of Capital Stock issued of Invitel held by Invitel. For purposes of this Section 4.08, the creation of 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) Lien on any Capital Stock of a Restricted Subsidiary consolidates to secure Debt of the Issuer or merges any of its Restricted Subsidiaries will not be deemed to be a violation of this Section 4.08; provided, however, that any sale or other disposition (other than in accordance with or into such Person; but only if such this Indenture) by the secured party of Capital Stock was not issued or Incurred by subject to such Person in anticipation Lien following foreclosure of it becoming a Restricted Subsidiaryits Lien will be subject to this Section 4.08.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 (a) 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, 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 than to the Company or a Restricted Subsidiary; ); provided, however, that this covenant shall not prohibit (bi) the issuance and sale of all, but not less than all, of the issued and outstanding Capital Stock of any issuance or sale to directors Restricted Subsidiary in compliance with the other provisions of directors’ qualifying shares or this Indenture, (ii) issuances or sales of shares of Capital Common Stock of a Restricted Subsidiary to be held by third parties, in each case to if (x) the extent required by applicable law; (c) any 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 shares the outstanding Voting Stock of such Restricted Subsidiary, (iii) issuances or sales of Capital Stock of a Restricted Subsidiary made in compliance with paragraph 6 Subsidiaries that are subsidiaries of this Schedule; PCI that are permitted by the terms of the PCI Indenture or (div) any issuance the ownership by directors of directors' qualifying shares or sale of shares the ownership by foreign nationals of Capital Stock of a any Restricted Subsidiary, to the extent mandated by applicable law. (b) The Company will not permit the direct or indirect ownership of the Company or any Restricted Subsidiary ifin the Capital Stock of any Management Company to fall below the lesser of (i) the maximum ownership percentage permitted by applicable law and (ii) 51% of the outstanding Capital Stock of such Management Company, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and provided that any remaining Investment increase in such Person would have been permitted ownership of the Capital Stock of any Management Company required by any change in applicable law shall not be required to be made under paragraph 2 of this Schedule if made on completed prior to 365 days from the effective date of such issuance or sale; or (e) change in applicable law, provided further that the Company and the Restricted Subsidiaries may sell all, but not less than all, of their Capital Stock issued by a Person prior to of any Management Company in accordance with 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 provisions of it becoming a Restricted SubsidiarySection 1017.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 (a) The Company Parent Guarantor will not sell or otherwise dispose of, and will not permit any Restricted Subsidiary (other than as permitted under paragraph 5 of this ScheduleSection 4.12 hereof), 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, (b) Section 4.16(a) hereof will not apply to: (a1) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to the Company Parent Guarantor or a Restricted Subsidiary; (b2) 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; (c3) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary made in compliance with paragraph 6 of this ScheduleSection 4.10 hereof; (d4) 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 Section 4.07 hereof if made on the date of such issuance or sale; or (e5) Capital Stock issued by a Person prior to the time: (iA) such Person becomes a Restricted Subsidiary; (iiB) such Person consolidates or merges with or into a Restricted Subsidiary; or (iiiC) 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. (c) The Parent Guarantor shall continue to hold, directly or indirectly, 100% of the Capital Stock of the Issuer.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company will Issuer shall not sell sell, pledge, or otherwise dispose ofof any shares of Capital Stock of a Restricted Subsidiary, and will shall not permit any Restricted Subsidiary (Subsidiary, other than as permitted under paragraph 5 of this ScheduleSection 4.14 (Limitation on Liens), directly or indirectly, to issue or sell, any shares of its Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock). 3.2 . The foregoing paragraph 3.1sentence, however, will shall not apply to: (a) any issuance issuances or sale of shares of Capital Stock of a Restricted Subsidiary sales to the Company Issuer or a Wholly Owned Restricted Subsidiary; (b) any issuance issuances or sale sales to directors of directors’ ' qualifying shares or issuances or sales to nationals of shares of Capital Stock of a Restricted Subsidiary to be held by third partiesSubsidiaries, 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, 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 Section 4.10 (Limitation on Restricted Payments) if made on the date of such issuance or sale; or; (d) any issuance, sale, lease, transfer or disposal required by applicable law or governmental order; (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 that Capital Stock was not issued or Incurred incurred by such Person in anticipation of it becoming a Restricted Subsidiary.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 (a) The Company will Issuer shall not, and shall not sell permit any of its Restricted Subsidiaries to, sell, lease, transfer or otherwise dispose ofof any shares of Capital Stock of a Restricted Subsidiary of the Issuer, and will not permit any such 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 3.1sentence, however, will shall not apply to: (ai) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary of the Issuer to the Company Issuer or a Wholly Owned Restricted Subsidiary; (bii) any issuance or sale to directors of directors’ qualifying shares or issuances or sales of shares of Capital Stock of a Restricted Subsidiary Subsidiaries of the Issuer to be held by third parties, in each case to the extent required by applicable law; (ciii) 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 the Issuer if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary of the Issuer would no longer constitute a Restricted Subsidiary of the Issuer and any remaining Investment in such Person would have been permitted to be made under paragraph 2 of this Schedule Section 4.07 if made on the date of such issuance or sale; orand (eiv) any cancellation of the shares of Capital Stock issued of Invitel held by Invitel. For the purposes of this Section 4.08, the creation of 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) Lien on any Capital Stock of a Restricted Subsidiary consolidates of the Issuer to secure Debt of any such Restricted Subsidiary will be deemed to be a violation of this Section 4.08; provided, however, that any sale or merges other disposition (other than in accordance with or into such Person; but only if such this Indenture) by the secured party of Capital Stock was not issued or Incurred by subject to such Person in anticipation Lien following foreclosure of it becoming a Restricted Subsidiaryits Lien will be subject to this Section 4.08.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company Company (a) will not sell or otherwise dispose ofpermit any Restricted Subsidiary to issue any Capital Stock unless after giving effect thereto the Company's percentage interest (direct and indirect) in the Capital Stock of such Restricted Subsidiary is at least equal to its percentage interest prior thereto, and (b) 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 as permitted under paragraph 5 the Company or a Wholly Owned Restricted Subsidiary); provided, however, that this covenant will not prohibit (i) the sale or other disposition of this Schedule)all, directly or indirectlybut not less than all, to issue or sell, any shares 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, (including options, warrants ii) the sale or other rights to purchase shares disposition of such Capital Stock). 3.2 The foregoing paragraph 3.1, however, will not apply to: (a) any issuance or sale a portion of shares of the issued and outstanding Capital Stock of a Restricted Subsidiary, whether or not as a result of such sale or disposition such Restricted Subsidiary continues or ceases to be a Restricted Subsidiary, if (A) such sale or disposition is of a portion of the issued and outstanding Capital Stock of a Guarantor, such Guarantor continues to guarantee the Notes, and (B) such sale or disposition is permitted under, and the Company or a such Restricted Subsidiary; Subsidiary applies the Net Cash Proceeds of any such sale in accordance with, Section 4.10 hereof, or (biii) any issuance or sale to the ownership by directors of directors’ director's qualifying shares or issuances or sales of shares the ownership by foreign nationals of Capital Stock of a any Restricted Subsidiary to be held by third partiesSubsidiary, in each case to the extent required mandated 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. 3.1 The Company Company (a) will not sell or otherwise dispose ofpermit any Restricted Subsidiary to issue any Capital Stock unless after giving effect thereto the Company's percentage interest (direct and indirect) in the Capital Stock of such Restricted Subsidiary is at least equal to its percentage interest prior thereto, and (b) 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 as permitted under paragraph 5 the Company or a Wholly Owned Restricted Subsidiary); provided, however, that this Section 4.15 will 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 Schedule)Indenture, directly (ii) the sale or indirectly, to issue or sell, any shares other disposition of a portion of the issued and outstanding Capital Stock of a Restricted Subsidiary (including options, warrants other than a Subsidiary Guarantor) whether or other rights to purchase shares not as a result of such Capital Stock). 3.2 The foregoing paragraph 3.1, however, will not apply to: (a) any issuance sale or sale of shares of Capital Stock of disposition such Restricted Subsidiary continues or ceases to be a Restricted Subsidiary if (A) at the time of such sale or disposition, the Company could make an Investment in the remaining Capital Stock held by it or one of its Restricted Subsidiaries in an amount equal to the Company or a Restricted Subsidiary; (b) any issuance or sale to directors amount 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 its remaining Investment in such Person would have been permitted pursuant to be made under paragraph 2 of this Schedule if made on the date of such issuance or sale; or Section 4.07 hereof and (e) Capital Stock issued by a Person prior to the time: (iB) such Person becomes a sale or disposition is permitted under, and the Company or such Restricted Subsidiary; (ii) Subsidiary applies the Net Cash Proceeds of any such Person consolidates sale in accordance with, Section 4.10 hereof, or merges with or into a Restricted Subsidiary; or (iii) a 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. The Company will not permit any Restricted Subsidiary consolidates to issue any Preferred Stock other than to the Company 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 Subsidiaryany Subsidiary Guarantor.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company (a) will not sell permit any Restricted Subsidiary to issue any Capital Stock (other than to the Company or otherwise dispose ofa Wholly Owned Restricted Subsidiary) and (b) 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 as permitted under paragraph 5 the Company or a Wholly Owned Restricted Subsidiary); provided, however, that this covenant will not prohibit (i) the sale or other disposition of this Schedule)all, directly or indirectlybut not less than all, to issue or sell, any shares 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, (including optionsii) subject to compliance by the Company with the provisions of Section 1009 and other provisions of the Indenture, warrants or the issuance and sale by OCC of any of its Common Stock (other rights than Disqualified Stock) to purchase shares of such Capital Stock). 3.2 The foregoing paragraph 3.1, however, will not apply to: any Person (a) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary other than to the Company or a Wholly Owned Restricted Subsidiary; ), (biii) any issuance or sale to the ownership by directors of directors’ director's qualifying shares or issuances or sales of shares the ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, to the extent mandated by applicable law or (iv) issuances, sales, transfers or conveyances of Qualified Equity Interests in a Restricted Subsidiary to be held by third partiesso long as such sale complies with the provisions of Section 1016 and the Company applies the Net Cash Proceeds from such transaction, if any, in each case to the extent required by applicable law; (c) accordance with such covenant. The Company shall not permit any issuance or sale of shares of Capital Stock of a Restricted Subsidiary made in compliance with paragraph 6 of this Schedule; (dother than OCC) to issue 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 SubsidiaryPreferred Stock.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. 3.1 The Company will not sell or otherwise dispose of, and will Company (a) shall not permit any Restricted Subsidiary to issue any Capital Stock (other than as permitted under paragraph 5 of this Schedule)to the Company or a Wholly Owned Restricted Subsidiary) and (b) shall not, directly or indirectlyand shall not permit any Restricted Subsidiary to, to issue or transfer, convey, sell, lease or otherwise dispose of any shares Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly Owned Restricted Subsidiary); provided, however, that this covenant will 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, (including options, warrants ii) the sale or other rights to purchase shares disposition of a portion of the issued and outstanding Capital Stock of an existing Wholly Owned Subsidiary if (A) as a result of such sale or disposition such Wholly Owned Restricted Subsidiary becomes a Permitted Joint Venture and (B) at the time of such sale or disposition, the Company could make an Investment in the remaining Capital Stock). 3.2 The foregoing paragraph 3.1Stock held by it or one of its Restricted Subsidiaries in an amount equal to the amount of its remaining Investment in such existing Restricted Subsidiary pursuant to Xxxxxxx 0000, however, will not apply to: xx (axxx) any issuance the ownership by directors of director's qualifying shares or sale of shares the ownership by foreign nationals of Capital Stock of a any Restricted Subsidiary, to the extent mandated by applicable law. The Company shall not permit any Restricted Subsidiary to the Company or a Restricted Subsidiary; (b) issue 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 SubsidiaryPreferred Stock.