Common use of Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries Clause in Contracts

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: (a) shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly-Owned Restricted Subsidiary); and (b) shall not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company or a Wholly-Owned Restricted Subsidiary), unless: (i) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; (ii) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under Section 4.07 if made on the date of such issuance, sale or other disposition; or (iii) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would continue to constitute a Restricted Subsidiary and the Company or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with Section 4.10 hereof.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: (a) shall not, and Company shall not permit any Restricted Subsidiary to, sell, lease, transfer sell or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly-Owned Restricted Subsidiary); and (b) , and shall not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any of its Capital Stock except (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares1) to any Person (other than to the Company or a Wholly-Wholly Owned Restricted Subsidiary), unless: (i2) directors' qualifying shares, (3) if, immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; Subsidiary or (ii4) if, immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under the covenant described in Section 4.07 4.04 if made on the date of such issuance, sale or other disposition; or . Notwithstanding the foregoing, the issuance or sale of shares of Capital Stock of any Restricted Subsidiary of the Company will not violate the provisions of the immediately preceding sentence if such shares are issued or sold in connection with (iiix) immediately after giving effect to such issuance, sale the formation or other disposition, capitalization of a Restricted Subsidiary or (y) a single transaction or a series of substantially contemporaneous transactions whereby such Restricted Subsidiary would continue to constitute becomes a Restricted Subsidiary and of the Company by reason of the acquisition of securities or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with Section 4.10 hereofassets from another Person.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The CompanyBorrower: (a) shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company Borrower or a Wholly-Wholly Owned Subsidiary that is a Restricted Subsidiary); , and (b) shall not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company Borrower or a Wholly-Wholly Owned Subsidiary that is a Restricted Subsidiary), unless: (i) immediately after giving effect to such issuance, sale or other disposition, neither the Company Borrower nor any of its Restricted Subsidiaries own any Capital Stock of such Restricted Subsidiary; (ii) such issuance, sale or other disposition is treated as an Asset Disposition and immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would continue to be a Restricted Subsidiary; or (iii) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Borrower and such Investment would have been be permitted to be made under Section 4.07 6.02 if made on the date of such issuance, sale or other disposition; or. (iiic) immediately after giving effect For purposes of this Section 6.07, the creation of a Lien on any Capital Stock of a Restricted Subsidiary to such issuancesecure Indebtedness of the Borrower or any of its Restricted Subsidiaries will not be deemed to be subject to this Section 6.07; provided, however, that any sale or other dispositiondisposition by the secured party of such Capital Stock following foreclosure of its Lien will be subject to this Section 6.07. (d) Prior to the Phase II Funding Date, such Restricted the Borrower shall not permit XM to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting director’s stock or other legally required qualifying shares) to any Person (other than to the Borrower or a Wholly Owned Subsidiary would continue to constitute a Restricted Subsidiary and of the Company or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with Section 4.10 hereofBorrower).

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: (a1) shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly-Owned Restricted Subsidiary); , and (b2) shall not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, than if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company or a Wholly-Owned Restricted Subsidiary), unless: (iA) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary;; or (iiB) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would have been be permitted to be made under Section 4.07 4.04 if made on the date of such issuance, sale or other disposition. For purposes of this Section 4.09, the creation of a Lien on any Capital Stock of a Restricted Subsidiary to secure Indebtedness of the Company or any of its Restricted Subsidiaries will not be deemed to be a violation of this Section 4.09; or (iii) immediately after giving effect to such issuanceprovided, however, that any sale or other disposition, disposition by the secured party of such Restricted Subsidiary would continue Capital Stock following foreclosure of its Lien will be subject to constitute a Restricted Subsidiary and the Company or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with this Section 4.10 hereof4.09.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: (a1) shall will not, and shall will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly-Wholly Owned Restricted Subsidiary); , and (b2) shall will not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company or a Wholly-Wholly Owned Restricted Subsidiary), unless: (iA) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; (iiB) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would have been be permitted to be made under Section 4.07 4.04 if made on the date of such issuance, sale or other disposition; or (iiiC) in the case of a Restricted Subsidiary created or acquired by the Company or any Restricted Subsidiary after the Issue Date, immediately after giving effect to such issuance, sale or other dispositiondisposition of Capital Stock, such Restricted Subsidiary would continue to constitute be a Restricted Subsidiary; provided, however, that for purposes of this clause (C), a Restricted Subsidiary and will not be deemed to have been created or acquired after the Company Issue Date if, as of the date of such issuance, sale or other disposition, such Restricted Subsidiary applies owns all, or any substantial portion, of the Net Proceeds of any such sale in accordance with Section 4.10 hereofassets (other than cash and Temporary Cash Investments) owned on the Issue Date by one or more Restricted Subsidiaries.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: Borrower (ai) shall will not, and shall will not permit any Restricted Subsidiary to, selltransfer, convey, lease, transfer sell or otherwise dispose of any shares of Capital Stock of any a Restricted Subsidiary to any Person (other than to the Company Borrower or a Wholly-–Owned Restricted Subsidiary); and ) and (bii) shall will not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to issue or sell any shares of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting than directors’ or other legally required qualifying shares) to any Person (other than to the Company Borrower or a Wholly-–Owned Restricted Subsidiary); provided, unless: however, that (ix) the Borrower is permitted to sell all the Capital Stock of a Restricted Subsidiary as long as the Borrower is in compliance with the terms of Section 6.04 and (y) the Borrower is permitted to sell less than all of the Capital Stock of a Restricted Subsidiary if (A) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; (ii) immediately after giving effect Subsidiary either continues to such issuance, sale be a Restricted Subsidiary or other disposition, if such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any then the Investment in such Person remaining after giving effect thereto to such sale would have been permitted to be made under Section 4.07 6.01 if made on the date of such issuance, issuance or sale or other disposition; or and (iiiB) immediately after giving effect to such issuance, sale or other dispositionthe Borrower is in compliance with the terms of Section 6.04. In the case of clause (x), such Restricted Subsidiary, if a Subsidiary would continue Guarantor, will be automatically released from all its obligations under this Agreement and its Subsidiary Guarantee, if all the obligations of such Subsidiary Guarantor under its Guarantee under all other Debt Facilities and related documentation and any other agreements relating to constitute a any other Indebtedness of the Borrower or its Restricted Subsidiary and the Company or Subsidiaries terminate upon consummation of such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with Section 4.10 hereofsale.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The CompanyBorrower: (a) shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company Borrower or a Wholly-Wholly Owned Subsidiary that is a Restricted Subsidiary); and , and (b) shall not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company Borrower or a Wholly-Wholly Owned Subsidiary that is a Restricted Subsidiary), unless: (i) immediately after giving effect to such issuance, sale or other disposition, neither the Company Borrower nor any of its Restricted Subsidiaries own any Capital Stock of such Restricted Subsidiary; ; (ii) such issuance, sale or other disposition is treated as an Asset Disposition and immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would continue to be a Restricted Subsidiary; or (iii) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Borrower and such Investment would have been be permitted to be made under Section 4.07 6.02 if made on the date of such issuance, sale or other disposition. For purposes of this Section 6.07, the creation of a Lien on any Capital Stock of a Restricted Subsidiary to secure Indebtedness of the Borrower or any of its Restricted Subsidiaries will not be deemed to be subject to this Section 6.07; or (iii) immediately after giving effect to such issuanceprovided, however, that any sale or other disposition, disposition by the secured party of such Restricted Subsidiary would continue Capital Stock following foreclosure of its Lien will be subject to constitute a Restricted Subsidiary and the Company or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with this Section 4.10 hereof6.07.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The CompanyBorrower: (a1) shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than to the Company Borrower or a Wholly-Wholly Owned Restricted Subsidiary); and (b2) shall not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company Borrower or a Wholly-Wholly Owned Restricted Subsidiary), ) unless: (iA) immediately after giving effect to such issuance, sale or other disposition, neither the Company Borrower nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary;; or (iiB) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Borrower and such Investment would have been be permitted to be made under Section 4.07 6.02 if made on the date of such issuance, sale or other disposition. For purposes of this Section 6.07, the creation of a Lien on any Capital Stock of a Restricted Subsidiary to secure Indebtedness of the Borrower or any of its Restricted Subsidiaries will not be deemed to be a violation of this Section 6.07; or (iii) immediately after giving effect to such issuanceprovided, however, that any sale or other disposition, disposition by the secured party of such Restricted Subsidiary would continue Capital Stock following foreclosure of its Lien will be subject to constitute a Restricted Subsidiary and the Company or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with this Section 4.10 hereof6.07.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: Company shall not sell or otherwise dispose of any shares of Capital Stock (aother than Qualified Preferred Stock) shall notof a Restricted Subsidiary, and shall not permit any Restricted Subsidiary toSubsidiary, selldirectly or indirectly, lease, transfer to issue or sell or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly-Owned Restricted Subsidiary); and (b) shall not permit any Restricted Subsidiary to issue any shares of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying sharesthan Qualified Preferred Stock) to any Person except (other than 1) to the Company or a Wholly-Wholly Owned Restricted Subsidiary); (2) directors' qualifying shares; (3) if, unless: (i) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; ; or (ii4) if, immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under Section 4.07 4.04 if made on the date of such issuance, sale or other disposition; or . Notwithstanding the foregoing, the issuance or sale of shares of Capital Stock of any Restricted Subsidiary of the Company shall not violate the provisions of the immediately preceding sentence if such shares are issued or sold in connection with (iiix) immediately after giving effect to the formation or capitalization of a Restricted Subsidiary which, at the time of such issuance, issuance or sale or other dispositionimmediately thereafter, is a Joint Venture Subsidiary or (y) a single transaction or a series of substantially contemporaneous transactions whereby such Restricted Subsidiary would continue to constitute becomes a Restricted Subsidiary and of the Company by reason of the acquisition of securities or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with Section 4.10 hereofassets from another Person.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: Company (a) shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary that is a Subsidiary as of the Issue Date (or any successor in interest thereto) to any Person (other than the Company or a Wholly-Wholly Owned Restricted Subsidiary); and ) and (b) shall not permit any Restricted Subsidiary that is a Subsidiary as of the Issue Date (or any successor in interest thereto) to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ ' or other legally required qualifying shares) to any Person (other than to the Company or a Wholly-Wholly Owned Restricted Subsidiary), unless: unless (i) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; Subsidiary or (ii) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would have been be permitted to be made under Section 4.07 4.04 if made on the date of such issuance, sale or other disposition; or (iii) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would continue to constitute a Restricted Subsidiary and the Company or such Restricted Subsidiary applies the Net Proceeds of any such sale in accordance with Section 4.10 hereof.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: (a) The Company shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer sell or otherwise dispose of any shares of Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly-Owned Restricted Subsidiary); and (b) , and shall not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying sharesexcept: (1) to any Person (other than to the Company or a Wholly-Wholly Owned Restricted Subsidiary), unless:; (i2) if, immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary;; provided, however, that if such Restricted Subsidiary is a Designated Subsidiary and if any of the proceeds of such issue, sale or other disposition are received by a Person other than the Company or a Restricted Subsidiary (other than a Designated Subsidiary), such Person shall dividend or distribute cash to the Company or a Restricted Subsidiary (other than a Designated Subsidiary) in an amount at least equal to the amount of (x) the Designated Subsidiary Investments with respect to such Designated Subsidiary or (y) if the proceeds of such issue or sale received by such Person are less than the amount of such Designated Subsidiary Investments in such Designated Subsidiary, such proceeds; provided, further, that such dividend or distribution shall be excluded from the calculation of amounts under Section 4.04(a)(5)(C); or (ii3) in compliance with the provisions of Section 4.06 and immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary either (A) continues to be a Restricted Subsidiary or (B) either (i) if such Restricted Subsidiary is not a Designated Subsidiary and would no longer constitute be a Restricted Subsidiary and any Subsidiary, then the Investment of the Company in such Person remaining (after giving effect thereto to such issuance or sale) would have been permitted to be made under in accordance with Section 4.07 4.04 as if made on the date of such issuanceissuance or sale and such Investment will be deemed to be an Investment for the purposes of Section 4.04 or (ii) if such Restricted Subsidiary is a Designated Subsidiary and would no longer be a Restricted Subsidiary, sale or other disposition; or (iii) immediately after giving effect to then if any of the proceeds of such issuance, sale sale, or other disposition, such Restricted Subsidiary would continue to constitute disposition are received by a Person other than the Company or a Restricted Subsidiary and (other than a Designated Subsidiary), such Person shall dividend or distribute cash to the Company or such a Restricted Subsidiary applies (other than a Designated Subsidiary) at least equal to the Net Proceeds amount of (x) the Designated Subsidiary Investments with respect to such Designated Subsidiary or (y) if the proceeds of such issue or sale received by such Person are less than the amount of such Designated Subsidiary Investments in such Designated Subsidiary, such proceeds; provided, that (X) such dividend or distribution shall be excluded from the calculation of amounts under Section 4.04(a)(5)(C) and (Y) the remaining Investment of the Company and the Restricted Subsidiaries in such Designated Subsidiary shall not be subject to Section 4.04. (b) The proceeds of any sale of such Capital Stock (other than a sale of Capital Stock of Intermediate Holdings, HDD Holdings or a Designated Subsidiary) permitted hereby will be treated as Net Available Cash from an Asset Disposition and must be applied in accordance with the terms of Section 4.10 hereof4.06.