Common use of Limitation on Issuances and Sales Clause in Contracts

Limitation on Issuances and Sales. of Capital Stock of ----------------------------------------------------- Restricted Subsidiaries. ----------------------- (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 Supplemental Indenture and the provisions of the 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. SECTION 308. Limitation on Guarantees of Debt by Restricted ---------------------------------------------- Subsidiaries. ------------ The Company shall not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable for the payment of any Debt of the Company or any Debt of any other Restricted Subsidiary, unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for a guarantee of payment of the Notes by such Restricted Subsidiary and (b) with respect to any guarantee of Subordinated Debt by a Restricted Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's guarantee with respect to the Notes at least to the same extent as such Subordinated Debt is subordinated to the Notes, provided that the foregoing provision shall not be applicable to any guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Notes pursuant to the preceding paragraph shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Supplemental Indenture) or (ii) the release or discharge of the guarantee that resulted in the creation of such guarantee of the Notes, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Issuances and Sales. of Capital Stock of ----------------------------------------------------- Restricted Subsidiaries. ----------------------- (a) ----------------------- The Parent Company shall not, and shall not permit any of its Restricted Subsidiary to issue Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Capital Stock (of or other than to the Company ownership interests in such or a any other Restricted Subsidiary) and (b) shall not permit , or options, warrants or other rights to acquire, or securities convertible into or exchangeable for, such Capital Stock or other ownership interests, to any Person (other than the Parent Company or a Wholly Owned Restricted Subsidiary) to own any unless such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of and other ownership interests in such Restricted Subsidiary and the Net Available Proceeds from such sale, assignment, transfer or conveyance (including from the sale of any marketable cash equivalents received therein), less any Reinvested Amounts, are applied in accordance with Clause (iii) of Section 1019. SECTION 1018. Limitation on Transactions with Affiliates and Related ------------------------------------------------------ Persons. ------- The Parent Company may not, and may not permit any of its Restricted Subsidiary; providedSubsidiaries to, howeverdirectly or indirectly, that this Section shall not prohibit enter into any transaction (including the purchase, sale, lease or exchange of property, the rendering of any service or the making of any loan or advance) after the date of the Indenture with any Affiliate or Related Person unless (i) the sale such Affiliate or other disposition of all, but not less than all, Related Person is (both before and after such transaction) a Wholly Owned Restricted Subsidiary 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 Supplemental Indenture and the provisions of the Indenture Parent Company; or (ii) the ownership by directors terms of director's qualifying shares or the ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, transaction are no less favorable to the extent mandated by applicable law. SECTION 308. Limitation on Guarantees of Debt by Restricted ---------------------------------------------- Subsidiaries. ------------ The Parent Company shall or such Subsidiary than those that could be obtained in a comparable arm's-length transaction with an entity that is not permit any Restricted Subsidiary, directly an Affiliate or indirectly, to guarantee, assume or a Related Person and are in any other manner become liable for the payment of any Debt best interests of the Parent Company or such Subsidiary; provided that, for any Debt transaction (or series of any other Restricted Subsidiaryrelated transactions) in which the total consideration given or to be provided by the Parent Company or such Subsidiary in or pursuant to such transaction (or series) (including cash, unless (athe fair value of non-cash property and the assumption of Debt) such Restricted Subsidiary simultaneously executes and delivers exceeds or will exceed $5.0 million, a supplemental indenture providing for a guarantee of payment majority of the Notes by such Restricted Subsidiary and (b) members of the Board of Directors of the Parent Company who are disinterested with respect to any guarantee of Subordinated Debt by a Restricted Subsidiary, any such guarantee is subordinated to transaction (or series) shall 109 determine that such Restricted Subsidiary's guarantee with respect to transaction (or series) satisfies the Notes at least to the same extent as such Subordinated Debt is subordinated to the Notes, provided that the foregoing provision shall not be applicable to any guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred criteria set forth in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Notes pursuant to the preceding paragraph shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Supplemental Indenture) or Clause (ii) above and shall evidence such determination by a Board Resolution filed with the release or discharge of the guarantee that resulted in the creation of such guarantee of the Notes, except a discharge or release by or as a result of payment under such guaranteeTrustee.

Limitation on Issuances and Sales. of Capital Stock of ----------------------------------------------------- Equity Interests in Restricted ------------------------------------------------------------------- Subsidiaries. ----------------------- (a) shall ------------ The Company will not, and will not permit any of its Restricted Subsidiaries to convey, sell, or otherwise dispose of any Equity Interests in any Restricted Subsidiary to issue any Capital Stock (other than to of the Company or a Restricted Subsidiary) and (b) shall not permit to any Person (other than the Company or a Wholly Owned Restricted SubsidiarySubsidiary of the Company), unless: (1) to own any Capital Stock such conveyance, sale, or other disposition is of any all the Equity Interests in such Restricted Subsidiary; providedSubsidiary and such conveyance, however, that this Section shall not prohibit (i) the sale or other disposition of allcomplies with Section 4.10, but not less than all, including the application of the issued and outstanding Capital Stock of Net Proceeds therefrom; or (2) if, immediately after giving effect to such conveyance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary owned by Subsidiary, (i) such conveyance, sale or other disposition is in accordance with Section 4.10 hereof, including the Company and its Restricted Subsidiaries in compliance with the other provisions of this Supplemental Indenture and the provisions application of the Indenture or Net Proceeds therefrom, and (ii) any remaining Investment in such Person would have been permitted to be made under Section 4.07 hereof (other than as a Permitted Investment) if made on the ownership by directors date of director's such conveyance, sale, or other disposition. In addition, the Company will 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 the ownership by foreign nationals shares of Capital Stock of any foreign Restricted Subsidiary, Subsidiaries required to the extent mandated be owned by foreign nationals under applicable law. SECTION 308. Limitation on Guarantees of Debt by Restricted ---------------------------------------------- Subsidiaries. ------------ The Company shall not permit ) to any Restricted Subsidiary, directly or indirectly, Person other than to guarantee, assume or in any other manner become liable for the payment of any Debt of the Company or any Debt of any other Restricted Subsidiary, unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for a guarantee of payment of the Notes by such Restricted Subsidiary and (b) with respect to any guarantee of Subordinated Debt by a Restricted Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's guarantee with respect to the Notes at least to the same extent as such Subordinated Debt is subordinated to the Notes, provided that the foregoing provision shall not be applicable to any guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Wholly Owned Restricted Subsidiary of the Notes pursuant to the preceding paragraph shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Supplemental Indenture) or (ii) the release or discharge of the guarantee that resulted in the creation of such guarantee of the Notes, except a discharge or release by or as a result of payment under such guarantee.

Limitation on Issuances and Sales. of Capital Stock of ----------------------------------------------------- Restricted Subsidiaries. ----------------------- The New Obligor (ai) shall will not permit any of its ----------------------- Restricted Subsidiary Subsidiaries (other than the Bank and its Subsidiaries) to issue any Capital Stock (other than to the Company New Obligor or a Wholly Owned Restricted SubsidiarySubsidiary of the New Obligor) and (bii) shall other than with respect to Capital Stock of the Bank and its Subsidiaries, will not permit any Person (other than the Company New Obligor or a Wholly Owned Restricted Subsidiary) to own any Capital Stock of any of its Restricted SubsidiarySubsidiaries; provided, however, that this Section covenant shall not prohibit (iA) the issuance and sale or other disposition of all, but not less than all, of the issued and outstanding Capital Stock of a any Restricted Subsidiary owned by the Company and New Obligor or any of its Restricted Subsidiaries in compliance with the other provisions of this Supplemental Indenture and the provisions of the Indenture or (iiB) 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. SECTION 308. Limitation on Guarantees of Debt by Restricted ---------------------------------------------- Subsidiaries. ------------ The Company shall ; provided further, however, that the Bank will not, and will not permit any Restricted SubsidiarySubsidiary of the Bank to, directly create any class of common stock if such class of common stock provides for, or indirectlyentitles any holder thereof to, to guarantee, assume or in any other manner become liable for the payment of dividends or distributions of any Debt kind on any basis other than on a pro rata basis, consistent with the ownership interests of all the holders of the Company common stock of the Bank or any Debt of any other Restricted such Subsidiary, unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for a guarantee as the case may be, to the holders of payment all classes of common stock of the Notes by Bank or such Restricted Subsidiary and (b) with respect to any guarantee of Subordinated Debt by a Restricted Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's guarantee with respect to as the Notes at least to the same extent as such Subordinated Debt is subordinated to the Notes, provided that the foregoing provision shall not be applicable to any guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any guarantee by a Restricted Subsidiary of the Notes pursuant to the preceding paragraph shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the Company's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Supplemental Indenture) or (ii) the release or discharge of the guarantee that resulted in the creation of such guarantee of the Notes, except a discharge or release by or as a result of payment under such guaranteecase may be.