Common use of Ownership of Subsidiaries; Restrictions Clause in Contracts

Ownership of Subsidiaries; Restrictions. Each of the Borrowers will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof), except for wholly-owned Domestic Subsidiaries that are joined as Additional Borrowers in accordance with the terms hereof. Each of the Borrowers (other than the Parent Borrower to the extent not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or permit any Subsidiary to, issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.4(a)(iv).

Ownership of Subsidiaries; Restrictions. Each of the Borrowers The Credit Parties will not, nor will it they permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof)Subsidiaries, except for wholly-owned (a) Material Domestic Subsidiaries that which are joined as Additional Borrowers Credit Parties in accordance with the terms hereof, (b) Domestic Subsidiaries formed or acquired 109 as a Permitted Investment or otherwise approved by the Administrative Agent and (c) Foreign Subsidiaries formed or acquired as a Permitted Investment or otherwise approved by the Administrative Agent; provided that the Credit Parties and their Subsidiaries may form or otherwise create any Permitted Real Estate Entity so long as, prior to such formation or creation, the Administrative Agent is satisfied with the corporate and capital structure of such Permitted Real Estate Entity. Each of the Borrowers (other than the Parent Borrower to the extent The Credit Parties will not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or it permit any Subsidiary to, of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its their Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.4(a)(iv6.4(a).

Ownership of Subsidiaries; Restrictions. Each of the Borrowers will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that which is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof), except for wholly-owned Domestic Subsidiaries that which are joined as Additional Borrowers in accordance with the terms hereof. Each of the Borrowers (other than the Parent Borrower to the extent not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or permit any Subsidiary to, issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.4(a)(iv).

Ownership of Subsidiaries; Restrictions. Each of the Borrowers The Borrower will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof)Subsidiaries, except for (a) wholly-owned Domestic Subsidiaries that with assets of $100,000 or more (other than a Receivables Financing SPC) which are joined as Additional Borrowers Credit Parties in accordance with the terms hereof, (b) other Domestic Subsidiaries which are Restricted Subsidiaries, (c) Foreign Subsidiaries or (d) Subsidiaries designated by the Borrower as Unrestricted Subsidiaries. Each of the Borrowers (other than the Parent The Borrower to the extent not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary its Restricted Subsidiaries to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Restricted Subsidiaries, nor will it, or it permit any Subsidiary to, of its Restricted Subsidiaries to issue, sell, 71 77 transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.4(a)(iv)6.4.

Ownership of Subsidiaries; Restrictions. Each of the Borrowers The Credit Parties will not, nor will it they permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof)Subsidiaries, except for wholly-owned (a) Material Domestic Subsidiaries that are joined as Additional Borrowers in accordance with Credit Parties as required by the terms hereofhereof and (b) SPE Affiliates in the ordinary course of business consistent with Parent’s past practices, which SPE Affiliates shall not be required to be Guarantors hereunder. Each of the Borrowers (other than the Parent Borrower to the extent The Credit Parties will not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock Equity Interest or other equity interests in any of its their Subsidiaries, nor will it, or they permit any Subsidiary to, of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock their Equity Interest or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.4(a)(iv)6.4 or in an Equity Issuance by the Parent (i) for fair market value (including issuances pursuant to the Parent’s Dividend Reinvestment and Direct Stock Purchase Plan) in accordance with the other terms of this Agreement and provided the net proceeds, if any, shall be used to prepay the Term Loans in accordance with Section 2.7(b)(iii) and (ii) issuances by the Parent pursuant to its 2004 Stock Incentive Plan in the ordinary course of business consistent with past practices.

Ownership of Subsidiaries; Restrictions. Each of the Borrowers The Credit Parties will not, nor will it they permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof)Subsidiaries, except for wholly-owned (a) Material Domestic Subsidiaries that which are joined as Additional Borrowers Credit Parties in accordance with the terms hereof, (b) Domestic Subsidiaries formed or acquired as a Permitted Investment or otherwise approved by the Administrative Agent and (c) Foreign Subsidiaries formed or acquired as a Permitted Investment or otherwise approved by the Administrative Agent; provided that the Credit Parties and their Subsidiaries may form or otherwise create any Permitted Real Estate Entity so long as, prior to such formation or creation, the Administrative Agent is satisfied with the corporate and capital structure of such Permitted Real Estate Entity. Each of the Borrowers (other than the Parent Borrower to the extent The Credit Parties will not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or it permit any Subsidiary to, of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its their Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.4(a)(iv6.4(a).

Ownership of Subsidiaries; Restrictions. Each of the Borrowers will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that which is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof), except for wholly-owned Domestic 66 Subsidiaries that which are joined as Additional Borrowers in accordance with the terms hereof. Each of the Borrowers (other than the Parent Borrower to the extent not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or permit any Subsidiary to, issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to a transaction permitted by Section 6.4(a)(iv).

Ownership of Subsidiaries; Restrictions. Each of the Borrowers The Parent will not, nor will it permit any GCA Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof)Subsidiaries, except for wholly-owned (a) Domestic GCA Subsidiaries that which are joined as Additional Borrowers Credit Parties in accordance with the terms hereof. Each hereof and (b) Foreign GCA Subsidiaries so long as the Capital Stock of such first-tier Foreign GCA Subsidiaries are pledged to the agent under the Guarantor Credit Agreement, for the benefit of the Borrowers (other than the Parent Borrower GCA Lenders, pursuant to the extent terms of the Pledge Agreement. The Parent will not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its the GCA Subsidiaries, nor will it, or it permit any Subsidiary to, of the GCA Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its their Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.4(a)(iv)8B.4. The Parent shall not, and shall not permit any of the GCA Subsidiaries to, amend, modify or change its shareholders' agreements and other equity-related documents (excluding amendments to stock option plan documents) in any material respect without the prior written consent of the Primary Financing Parties.

Ownership of Subsidiaries; Restrictions. Each of the Borrowers The Borrower will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof)Subsidiaries, except for wholly-owned (a) Domestic Subsidiaries that which are joined as Additional Borrowers Credit Parties in accordance with the terms hereof. Each hereof and (b) Foreign Subsidiaries so long as the Capital Stock of such first-tier Foreign Subsidiaries are pledged to the Administrative Agent, for the benefit of the Borrowers (other than the Parent Borrower Lenders, pursuant to the extent terms of the Pledge Agreement. The Borrower will not otherwise prohibited hereunder) will not, nor will it permit any Subsidiary to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will it, or it permit any Subsidiary to, of its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its their Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.4(a)(iv)6.4. The Borrower shall not, and shall not permit any of its Subsidiaries to, amend, modify or change its shareholders' agreements and other equity-related documents (excluding amendments to stock option plan documents) in any material respect without the prior written consent of the Required Lenders.

Ownership of Subsidiaries; Restrictions. Each of the Borrowers The Parent Borrower will not, nor will it permit any Subsidiary to, create, form or acquire any Subsidiaries (excluding for purposes hereof a Subsidiary that is created for the purposes of acquiring a Person in connection with a Permitted Acquisition to the extent such Subsidiary is merged with or into such Person upon the consummation of such Permitted Acquisition and the surviving Person becomes a Borrower hereunder pursuant to Section 5.10 hereof)Subsidiaries, except for (a) wholly-owned Domestic Subsidiaries that with assets of $100,000 or more (other than a Receivables Financing SPC) which are joined as Additional Borrowers Credit Parties in accordance with the terms hereof. Each of the Borrowers , (b) other than Domestic Subsidiaries which are Restricted Subsidiaries, (c) Foreign Subsidiaries or (d) Subsidiaries designated by the Parent Borrower to the extent not otherwise prohibited hereunder) as Unrestricted Subsidiaries. The Parent Borrower will not, nor will it permit any Subsidiary its Restricted Subsidiaries to, sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Restricted Subsidiaries, nor will it, or it permit any Subsidiary to, of its Restricted Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of its Capital Stock or other equity interests, except as required by the Credit Documents or pursuant to in a transaction permitted by Section 6.4(a)(iv)6.4.