Ownership; Liquidation; etc. Except as permitted by Section 6.10:
(i) the Company shall cease to own, directly or indirectly, all the capital stock of its Wholly Owned Subsidiaries (other than director’s qualifying shares and, in the case of Foreign Subsidiaries, shares required to be owned by foreign nationals);
(ii) (A) any “person” or “group” (as such terms are used in sections 13(d) and 14(d) of the Exchange Act), other than the current members of the Company’s management who directly (or indirectly through Affiliates) own capital stock of the Company is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act except that a Person shall be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting stock of the Company;
Ownership; Liquidation; etc. Except as permitted by Section 6.11,
(a) the Company shall cease to own, directly or indirectly, all the capital stock of any Subsidiary which is a Wholly Owned Subsidiary on the date hereof or subsequently becomes a Wholly Owned Subsidiary;
(b) any Person, together with “affiliates” and “associates” of such Person within the meaning of Rule 12b-2 of the Exchange Act, shall acquire after the date hereof beneficial ownership within the meaning of Rule 13d-3 of the Exchange Act of 50% or more of either the voting power of the voting stock or total equity capital of the Company;
(c) a majority of the board of directors shall consist of individuals who were not on the date hereof members of such board, except to the extent that the new members were nominated by a majority of the directors serving on the date hereof (or who themselves were nominated by those so nominated); and
(d) the Company or any of its Subsidiaries (other that inactive Subsidiaries which do not, directly or indirectly, own material assets) or any other Obligor shall initiate any action to dissolve, liquidate or otherwise terminate its existence.
Ownership; Liquidation; etc. Except as permitted by Section 6.10:
(a) any Person, together with “affiliates” and “associates” of such Person within the meaning of Rule 12b-2 of the Exchange Act, or any “group” including such Person under sections 13(d) and 14(d) of the Exchange Act, other than Xxx Xxxxxxx and trusts of which Xxx Xxxxxxx is the grantor, shall acquire after the date hereof (i) beneficial ownership within the meaning of Rule 13d-3 of the Exchange Act of 33% or more of either the voting stock or total equity capital of Renco or (ii) direct or indirect control of Renco through a shareholder, voting or similar agreement or arrangement;
(b) Renco shall cease to own, beneficially and of record, (a) all the capital stock of DRAC and (b) all the Preferred Stock;
(c) DRAC shall cease to own, beneficially and of record, all the Common Stock, except for Common Stock issued upon exercise of the Warrants;
(d) the Company shall cease to own, directly or indirectly, all the capital stock of its Subsidiaries, except to the extent permitted by Section 6.11.1; or
(e) the Company or any of its Subsidiaries or any other Obligor shall initiate any action to dissolve, liquidate or otherwise terminate its existence.
Ownership; Liquidation; etc. (a) the Company shall cease to own, directly or indirectly, the capital stock of its Subsidiaries in the percentage, or a greater percentage, as currently owned, except to the extent permitted by Section 6.10.1; or
(b) Any member of the Senior Management Team shall cease to be actively involved in the executive management of the Company and a replacement reasonably satisfactory to the Required Lenders shall not have been selected within 180 days; or
(c) a majority of the board of directors of the Company shall be neither (i) directors of the Company as of the date hereof nor (ii) nominated, appointed or approved by directors of the Company as of the date hereof nor (iii) nominated, appointed or approved by directors described in clause (ii) above; or
(d) any Person, together with "affiliates" and "associates" of such Person within the meaning of Rule 12b-2 of the Exchange Act, or any "group" including such Person under sections 13(d) and 14(d) of the Exchange Act, other than the Persons described in paragraph (b) above and any Person with whom any such Person may be deemed to be part of such a "group", shall acquire after the date hereof (i) beneficial ownership within the meaning of Rule 13d-3 of the Exchange Act of 33% or more of either the voting stock or total equity capital of the Company or (ii) direct or indirect control of the Company through a shareholder, voting or similar agreement or arrangement; or
(e) the Borrower or any of its Subsidiaries or any other Obligor shall initiate any action to dissolve, liquidate or otherwise terminate its existence, except as permitted under this Agreement.
Ownership; Liquidation; etc. Except as permitted by Section 3.4:
(1) the Company shall cease to own directly all the capital stock of the Theatre Subsidiaries that were Wholly-Owned Subsidiaries as of the date of the Spinoff;
(2) any Person (other than a member of the Smitx Xxxily Group), together with "affiliates" and "associates" of such Person within the meaning of Rule 12b-2 of the Exchange Act, shall become the beneficial owner within the meaning of Rule 13d-3 of the Exchange Act of more voting stock or total equity capital of the Company than that beneficially owned by the Smitx Xxxily Group and such Person, together with such "affiliates" and "associates", is also the beneficial owner within the meaning of Rule 13d-3 of the Exchange Act of at least 15% of either the voting stock or total equity capital of the Company; or
(3) the Company or any Theatre Subsidiary shall initiate any action to dissolve, liquidate or otherwise terminate its existence.
Ownership; Liquidation; etc. Except as permitted by Section 6.11:
(a) the Company shall cease to own, directly or indirectly, all the capital stock of its Subsidiaries, except to the extent permitted by Section 6.12.1; or
(b) each of Xxxxxx X. Xxxxxxxxx and Xxxxxx F.
Ownership; Liquidation; etc. 76 8.1.7. Enforceability, etc...................................... 77 8.1.8. Judgments .............................................. 78 8.1.9. ERISA.................................................... 78 8.1.10. Bankruptcy, etc. ........................................ 78 8.1.11. Environmental Matters.................................... 79 8.2. Certain Actions Following an Event of Default.................... 79 8.2.1. Terminate Obligation to Extend Credit ................... 79 8.2.2. Specific Performance; Exercise of Rights................. 79 8.2.3. Acceleration............................................. 79 8.2.4. Enforcement of Payment; Setoff ......................... 80 8.2.5. Cumulative Remedies..................................... 80 8.3. Annulment of Defaults ........................................... 80 8.4. Waivers.......................................................... 80 9. Guarantees............................................................. 81 9.1.
Ownership; Liquidation; etc. Except as permitted by Section 6.11:
(1) the Company shall cease to own, directly or indirectly, all the capital stock of its Subsidiaries, except (i) to the extent permitted by Section 6.12.1, (ii) shares of Sibson Canada owned by third parties as of the date hereof and (iii) as permitted pursuant to Section 6.9; or
(2) Knowledge Enterprises and its Affiliates shall cease to own voting stock necessary to elect a majority of the members of the Company's board of directors, other than as a result of stock issuances by the Company; or
(3) a majority of the board of directors of the Company shall be neither (i) nominated or approved in advance by the board of directors of the Company nor (ii) appointed or approved in advance by directors so nominated or approved; or
(4) any Person, together with "affiliates" and "associates" of such Person within the meaning of Rule 12b-2 of the Exchange Act, or any "group" including such Person under sections 13(d) and 14(d) of the Exchange Act, other than the Persons described in paragraph (b) above, shall acquire after the date hereof (i) beneficial ownership within the meaning of Rule 13d-3 of the Exchange Act of 33% or more of either the voting stock or total equity capital of the Company or (ii) direct or indirect control of the Company through a shareholder, voting or similar agreement or arrangement; or
(5) except for Immaterial Subsidiaries, the Company or any of its Subsidiaries or any other Obligor shall initiate any action to dissolve, liquidate or otherwise terminate its existence.
Ownership; Liquidation; etc. Except as permitted by ---------------------------
(1) the Company shall cease to own, directly or indirectly, all the capital stock of its Subsidiaries, except to the extent permitted by Section 6.12.1; or
(2) prior to the initial closing of an initial underwritten public offering of Parent Stock registered under the Securities Act, Xxxxxx X. Xxxxxxxxx, ABS Capital Partners II, L.P., ABS Employees' Venture Fund Limited Partnership, TA Venture Investors Limited Partnership, Advent VII, L.P., Advent Atlantic and Pacific III, LP and various members of the Xxxxxxx family (or trusts established for their benefit) shall cease to own, beneficially and of record, at least a majority of the voting stock and of the total equity capital of the Parent; or
(3) the Parent shall cease to own, directly or indirectly, all the capital stock of the Company; or
(4) Xxxxxx X. Xxxxxxxxx shall cease to be actively involved in the executive management of the Company and a replacement reasonably satisfactory to the Required Lenders has not been hired within six months thereof; or
(5) the Company or any of its Subsidiaries or any other Obligor shall initiate any action to dissolve, liquidate or otherwise terminate its existence.
Ownership; Liquidation; etc. Except as permitted by either Section 6.11 or Section 6.13:
(a) the Borrower shall cease to own, directly or indirectly, all the capital stock or other beneficial interests of each of the Guarantors;
(b) any transaction or series of transactions shall occur as a result of which the Persons listed on EXHIBIT 8.1.6 shall sell all or substantially all of the Company's capital stock for which they are the beneficial owners to any other single beneficial owner (together with its affiliates), as such terms are defined in Rule 13d-3 or any other successor rule or regulation promulgated under the Exchange Act, and such transactions are exempt from registration under the Securities Act; or
(c) the Borrower, any of its Subsidiaries or any other Obligor shall initiate any action to dissolve, liquidate or otherwise terminate its existence.
