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.
Appears in 2 contracts
Samples: Credit Agreement (Transmontaigne Inc), Credit Agreement (Transmontaigne Inc)
Ownership; Liquidation; etc. Except as permitted by Section 6.11,:
(a) the 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, which is not now a beneficial owner of equity securities of the Company 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)hereof; 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.
Appears in 1 contract
Ownership; Liquidation; etc. Except as permitted by Section 6.11,---------------------------
(a) the 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, which is not now a beneficial owner of equity securities of the Company 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)hereof; 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.
Appears in 1 contract
Ownership; Liquidation; etc. Except as permitted by Section 6.11,:
(a) the 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, which is not now a beneficial owner of equity securities of the Company 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)hereof; 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.
Appears in 1 contract
Ownership; Liquidation; etc. Except as permitted by Section --------------------------- 6.11,:
(a) the 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, which is not now a beneficial owner of equity securities of the Company 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)hereof; and
(d) the 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.
Appears in 1 contract