Common use of Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries Clause in Contracts

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will not transfer, convey, sell or otherwise dispose of, and will not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (z) if, immediately after giving effect to such issuance, transfer, conveyance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 if made on the date of such issuance or sale.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will shall not transfer, convey, sell sell, lease or otherwise dispose of, and will shall not permit any of its Restricted Subsidiaries to to, issue, transfer, convey, sell sell, lease or otherwise dispose of any Equity Interests (other than issuances of AMC Preferred Stock or any Preferred Stock (other than Disqualified Stock)) issued in exchange therefor or issued to redeem, repurchase, retire, convert, exchange or otherwise acquire such AMC Preferred Stock pursuant to Section 4.07(b)(iv), and any subsequent issuance of Equity Interests (other than Disqualified Stock) on any of the foregoing as a dividend) in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, or shares of its Capital Stock constituting directors’ ' qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that except: (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (zi) if, immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 if made on the date of such issuance or sale and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10; or (ii) sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary of the Company; provided that the Company or such Restricted Subsidiary complies with Section 4.10.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will shall not transfer, convey, sell sell, lease or otherwise dispose of, and will shall not permit any of its Restricted Subsidiaries to to, issue, transfer, convey, sell sell, lease or otherwise dispose of any Equity Interests (other than issuances of AMC Preferred Stock or any Preferred Stock (other than Disqualified Stock)) issued in exchange therefor or issued to redeem, repurchase, retire, convert, exchange or otherwise acquire such AMC Preferred Stock pursuant to Section 4.07(b)(iv), and any subsequent issuance of Equity Interests (other than Disqualified Stock) on any of the foregoing as a dividend) in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, or shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that except: (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (zi) if, immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 if made on the date of such issuance or sale and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10; or (ii) sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary of the Company; provided that the Company or such Restricted Subsidiary complies with Section 4.10.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will not transfer, convey, sell or otherwise dispose ofshall not, and will shall not permit any of its Restricted Subsidiaries to to, issue, transfer, convey, sell sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable lawthereof), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that unless: (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (zi) if, immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, (x) such Restricted Subsidiary would no longer constitute a Restricted SubsidiarySubsidiary and (y) if such Restricted Subsidiary was a Subsidiary Guarantor immediately prior to such issuance, transfer, conveyance, sale, lease or other disposition, would no longer constitute a Subsidiary Guarantor, (A) if such Restricted Subsidiary was formed prior to the date of this Indenture, any Investment in Equity Interests of such Person and (B) if such Restricted Subsidiary was formed on or after the date of this Indenture, any Investment in such Person Person, in either case, remaining after giving effect to such issuance issuance, transfer, conveyance, sale, lease or sale other disposition would have been permitted to be made under the covenant described above under Section 4.07 if made on the date of such issuance issuance, transfer, conveyance, sale, lease or other disposition; and (ii) the Company or such Restricted Subsidiary complies with Section 4.10 including the application of the Net Proceeds from such issuance, transfer, conveyance, sale, lease or other disposition.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will not transfer, convey, sell or otherwise dispose ofIssuer shall not, and will shall not permit any of its Restricted Subsidiaries to issueto, transfer, convey, sell sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company Issuer to any Person (other than the Company Issuer or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable lawIssuer), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that unless: (x1) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (z) if, immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, (a) neither the Issuer nor any of its Restricted Subsidiaries owns any Equity Interests of such Restricted Subsidiary; or (b) such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any Investment Subsidiary and the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in such Person remaining after giving effect to such issuance or sale would have been permitted thereto shall be deemed to be made an Investment, and such Investment must be able to be made, and must in fact be made, under Section 4.09 and such Investment shall reduce the amount available for Restricted Payments under the covenant described above under Section 4.07 if made on the date first paragraph of such issuance covenant; and (2) the cash Net Proceeds from such transfer, conveyance, sale, lease or saleother disposition are applied in accordance with Section 4.08. Notwithstanding the foregoing, Koralle International GmbH and holders of its Share Capital may in one or a series of transactions issue or transfer its Share Capital to Persons other than to the Issuer or its Restricted Subsidiaries; PROVIDED that at all times during such series of transactions it remains a Restricted Subsidiary of the Issuer; AND PROVIDED FURTHER that at the conclusion of such series of transactions the percentage of its outstanding Share Capital not owned by the Issuer or its Restricted Subsidiaries does not exceed 6%. In addition, the Issuer shall not permit any Restricted Subsidiary of the Issuer to issue any of its Equity Interests (other than, if necessary, Share Capital constituting directors' qualifying shares) to any Person other than to the Issuer or a Restricted Subsidiary of the Issuer.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company Parent will not transfer, convey, sell or otherwise dispose of, and will not permit any of its Restricted Subsidiaries to to, issue, transfer, convey, sell or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company Parent to any Person (other than the Company Parent or a Restricted Subsidiary of the Company Parent or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Company Parent by the Company Parent or a Restricted Subsidiary thereof; provided that (x) the Company Parent or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company Parent or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (z) if, immediately after giving effect to such issuance, transfer, conveyance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 if made on the date of such issuance or sale.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will shall not transfer, convey, sell or otherwise dispose of, and will shall not permit any of its Restricted Subsidiaries to to, issue, transfer, convey, sell or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.104.08 hereof, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will shall be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 4.10 hereof and (z) if, immediately after giving effect to such issuance, transfer, conveyance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 4.09 hereof if made on the date of such issuance or sale.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. (a) The Company will shall not transfer, convey, sell sell, lease or otherwise dispose of, and will shall not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell sell, lease or otherwise dispose of of, any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary issuance of the Company or, if necessary, shares of its Capital Stock constituting directors’ ' qualifying shares or issuances an immaterial number of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being law to be held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed and excluding any pledge of Equity Interests of any Restricted Subsidiary) to be an Incurrence any Person (other than the Company or a Wholly Owned Restricted Subsidiary of Indebtedness and must comply with the covenant described above under Section 4.09 and Company), except: (zi) if, immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 hereof if made on the date of such issuance or sale; (ii) sales of Common Stock of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary complies with Section 4.10; or (iii) sale of Disqualified Stock or Preferred Stock of a Guarantor by the Company or a Guarantor that are otherwise permitted under Section 4.09, provided that the Company or such Guarantor complies with Section 4.10.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will (a) Parent Guarantor shall not transfer, convey, sell sell, lease or otherwise dispose of, and will shall not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell sell, lease or otherwise dispose of of, any Equity Interests in any Restricted Subsidiary of the Company Parent Guarantor (other than the issuance of directors’ qualifying shares or an immaterial number of shares required by applicable law to be held by a Person other than the Parent Guarantor or a Restricted Subsidiary and excluding any pledge of Equity Interests of any Restricted Subsidiary) to any Person (other than the Company Parent Guarantor or a Wholly Owned Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable lawParent Guarantor), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that except: (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (zi) if, immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 hereof if made on the date of such issuance or sale; (ii) sales of Common Stock of a Restricted Subsidiary by the Parent Guarantor or a Restricted Subsidiary, provided that the Parent Guarantor or such Restricted Subsidiary complies with Section 4.11; or (iii) sales of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor by the Parent Guarantor or a Subsidiary Guarantor that are otherwise permitted under Section 4.07, provided that the Parent Guarantor or such Subsidiary Guarantor complies with Section 4.11.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. (a) The Company will shall not transfer, convey, sell sell, lease or otherwise dispose of, and will shall not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell sell, lease or otherwise dispose of of, any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary issuance of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances an immaterial number of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of Equity Interests of a Restricted Subsidiary of the Company by the Company or a Restricted Subsidiary thereof; provided that (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being law to be held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed and excluding any pledge of Equity Interests of any Restricted Subsidiary) to be an Incurrence any Person (other than the Company or a Wholly Owned Restricted Subsidiary of Indebtedness and must comply with the covenant described above under Section 4.09 and Company), except: (zi) if, immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the covenant described above under Section 4.07 hereof if made on the date of such issuance or sale; (ii) sales of Common Stock of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary complies with Section 4.11; or (iii) sales of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor by the Company or a Subsidiary Guarantor that are otherwise permitted under Section 4.07, provided that the Company or such Subsidiary Guarantor complies with Section 4.11.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company Alpharma will not transfer, convey, sell or otherwise dispose ofnot, and will not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell sell, lease or otherwise dispose of any Equity Interests in any Wholly Owned Restricted Subsidiary of Alpharma to any Person (other than Alpharma or a Restricted Subsidiary of Alpharma), unless: such Subsidiary shall continue to be a Restricted Subsidiary of Alpharma; and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 5(j). Alpharma will not, and will not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company Alpharma to any Person (other than the Company Alpharma or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable lawAlpharma), except sales unless: This level was placed here to solve problem of Equity Interests of a Restricted Subsidiary of losing restart feature for the Company by the Company or a Restricted Subsidiary thereof; provided level that (x) the Company or such Restricted Subsidiary selling such Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (z) if, follows immediately after giving effect to such issuance, transfer, conveyance, sale sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary; immediately after giving effect to such transfer, conveyance, sale, lease or other disposition, any Investment in such Person remaining after giving effect to such issuance transfer, conveyance, sale, lease or sale other disposition would have been permitted to be made under the covenant described above under Section 4.07 5(g) if made on the date of such issuance transfer, conveyance, sale, lease or other disposition; and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 5(j).

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company will not transfer, convey, sell or otherwise dispose ofnot, and will not permit any of its Restricted Subsidiaries to issueto, transfer, convey, sell or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company orCompany); provided, if necessaryhowever, shares that this Section 4.16 will not prohibit: (1) the sale or other disposition of its Capital Stock constituting directors’ qualifying shares or issuances all, but not less than all, of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except sales of issued and outstanding Equity Interests of a Restricted Subsidiary of the Company owned by the Company or a and its Restricted Subsidiary thereof; provided that Subsidiaries, if such owner applies the Net Cash Proceeds of any such sale in accordance with Section 4.10; (x2) the Company sale or such Restricted Subsidiary selling such other disposition of a portion of the issued and outstanding Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that (provided that, with respect to any Guarantor, such Equity Interests are in the form of Common Stock), whether or not as a result in of such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (z) if, immediately after giving effect to such issuance, transfer, conveyance, sale or other disposition, disposition such Restricted Subsidiary would no longer constitute continues or ceases to be a Restricted Subsidiary, any if (A) at the time of such sale or disposition, the Company could make an Investment in the remaining Equity Interests held by it or one of its Restricted Subsidiaries in an amount equal to the amount of its remaining Investment in such Person remaining after giving effect pursuant to Section 4.07 and (B) the Company and/or such issuance Restricted Subsidiaries applies the Net Cash Proceeds of any such sale in accordance with Section 4.10; or (3) transfers, conveyances, sales or sale would have been permitted other dispositions (A) to directors of director's qualifying shares or (B) of shares of Restricted Subsidiaries required by applicable law to be made under the covenant described above under Section 4.07 if made on the date of such issuance or saleowned by foreign nationals.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The (a) Unless the Rating Condition is satisfied at the time of such action or event, the Company will not transfer, convey, sell or otherwise dispose of(i) shall not, and will shall not permit any of its Restricted Subsidiaries to issue, transfer, convey, sell or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company or(other than a Receivables Entity)), unless: (A) such sale or other disposition is of all the Equity Interests in such Restricted Subsidiary owned by the Company and its other Restricted Subsidiaries; and (B) the Net Proceeds from such sale or other disposition are applied in accordance with Section 3.4 hereof; and (ii) shall not permit any Restricted Subsidiary of the Company to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ ' qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries shares) to foreign nationals, any Person other than to the extent required Company or a Wholly Owned Restricted Subsidiary of the Company (other than a Receivables Entity). (b) Notwithstanding the foregoing, Section 3.13(a) hereof will not prohibit (i) any sale, distribution or issuance of Equity Interests by applicable law)any Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis or any other transaction that does not reduce the proportionate interest in such Restricted Subsidiary held by the Company and its other Restricted Subsidiaries, except sales (ii) any sale, distribution or issuance of Equity Interests of a Restricted Subsidiary (other than a Wholly Owned Restricted Subsidiary) that constitutes the vehicle for any joint venture existing on the date of this Supplemental Indenture or otherwise permitted under the Indenture and this Supplemental Indenture, pursuant to the terms of the agreements and instruments governing such joint venture as in effect on the date of this Supplemental Indenture or as thereafter entered into, amended, modified and/or restated on terms determined by the Company's Board of Directors in good faith to be fair to and in the best interest of the Company by the Company or a Restricted Subsidiary thereof(which determination will be conclusive and binding); provided that (x) the Company such sale, distribution or such Restricted Subsidiary selling such issuance of Equity Interests complies with the covenant described above under Section 4.10, (y) any sales of Preferred Stock of a Restricted Subsidiary that result in such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary thereof will be deemed to be an Incurrence of Indebtedness and must comply with the covenant described above under Section 4.09 and (z) if3.4 hereof and, immediately after giving effect to such sale, distribution or issuance, transfer, conveyance, sale such Restricted Subsidiary either continues to be a Restricted Subsidiary or other disposition, if such Restricted Subsidiary would no longer constitute be a Restricted Subsidiary, any then the Investment of the Company and its Restricted Subsidiaries in such Person remaining (after giving effect to such issuance or sale sale) would have been permitted to be made under the covenant described above under Section 4.07 3.9 hereof as if made on the date of such issuance sale, distribution or saleissuance, or (iii) any sale or disposition of Equity Interests that may be deemed to occur in connection with the creation of, or exercise of remedies in respect of, any Permitted Lien.