Common use of Ownership of the Principal Subsidiaries Clause in Contracts

Ownership of the Principal Subsidiaries. Sell, assign, pledge, or otherwise transfer or dispose of any shares of common stock, voting stock, or stock convertible into voting or common stock of any Principal Subsidiary, except (a) to another Subsidiary, (b) in connection with an Asset Exchange, (c) pursuant to clauses (m), (n) and (q) of Section 7.1, (d) pursuant to any Collateral Document, or (e) to the extent that at least 75% of the proceeds thereof consist of cash and Cash Equivalents, in connection with any other sale, transfer or disposition for fair market value so long as the Net Proceeds of such sale, transfer or other disposition is used to prepay the principal of the Term Loans (in accordance with Section 2.9); provided that, in the case of this clause (e), if loans under the 2017 JPMC Credit Facility or any other senior secured Indebtedness of the Borrower are required to be prepaid with Net Proceeds of such sale, transfer or other disposition, principal of the Term Loans is prepaid (in accordance with Section 2.9) pro rata on a principal basis with the loans under the 2017 JPMC Credit Facility and any other senior secured Indebtedness of the Borrower required to be prepaid as a result thereof (such pro ration to be applied whether or not the holders of the 2017 JPMC Credit Facility or any other such secured Indebtedness of the Borrower waive such requirement to prepay); provided, further, however, that the Borrower may pledge any shares of common stock, voting stock, or stock convertible into voting or common stock of any Principal Subsidiary so long as such pledge equally and ratably secures the Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)

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Ownership of the Principal Subsidiaries. Sell, assign, pledge, or otherwise transfer or dispose of any shares of common stock, voting stock, or stock convertible into voting or common stock of any Principal Subsidiary, except (a) to another Subsidiary, (b) in connection with an Asset Exchange, (c) pursuant to clauses (m), (n) and ), (q) or (r) of Section 7.1, (d) pursuant to any Collateral Document, or (e) to the extent that at least 75% of the proceeds thereof consist of cash and Cash Equivalents, in connection with any other sale, transfer or disposition for fair market value so long as the Net Proceeds of such sale, transfer or other disposition is used to prepay the principal of the Term Loans (in accordance with Section 2.9); provided that, in the case of this clause (e), if loans under the 2017 JPMC Credit Facility or any other senior secured Indebtedness of the Borrower are required to be prepaid with Net Proceeds of such sale, transfer or other disposition, principal of the Term Loans is prepaid (in accordance with Section 2.9) pro rata on a principal basis with the loans under the 2017 JPMC Credit Facility and any other senior secured Indebtedness of the Borrower required to be prepaid as a result thereof (such pro ration to be applied whether or not the holders of the 2017 JPMC Credit Facility or any other such secured Indebtedness of the Borrower waive such requirement to prepay); provided, further, however, that the Borrower may pledge any shares of common stock, voting stock, or stock convertible into voting or common stock of any Principal Subsidiary so long as such pledge equally and ratably secures the Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)

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