Restrictions on Certain Dispositions. As long as any of the Securities remain Outstanding, the Issuer will not, and will not permit any Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the Voting Stock of any Restricted Subsidiary, unless: (1) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Issuer or of one of its Restricted Subsidiaries; (2) the shares of Voting Stock issued, sold, assigned, transferred or otherwise disposed of constitute directors' qualifying shares; (3) all of the Voting Stock of a Restricted Subsidiary then owned by the Issuer or by its Restricted Subsidiaries is disposed of in a single transaction or in a series of related transactions, for a consideration consisting of cash or other property the fair market value of which (as determined in good faith by the Board of Directors) is at least equal to the Fair Value of such Voting Stock; or (4) after giving effect to the issuance sale, assignment, transfer or other disposition, the Issuer and its Restricted Subsidiaries would own directly or indirectly at least 80% of the issued and outstanding Voting Stock of such Restricted Subsidiary and such issuance, sale, assignment, transfer or other disposition is made for a consideration consisting of cash or other property which is at least equal to the Fair Value of such Voting Stock.
Appears in 2 contracts
Samples: Senior Indenture (Nationwide Financial Services Inc/), Senior Indenture (Nationwide Financial Services Inc/)
Restrictions on Certain Dispositions. As long as any of the Securities remain Outstanding, the Issuer will not, and will not permit any Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the Voting Stock Shares of any Restricted Subsidiary, unless:
(1) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Issuer or of one of its Restricted Subsidiaries;
(2) the shares of Voting Stock Shares issued, sold, assigned, transferred or otherwise disposed of constitute directors' qualifying shares;
(3) all of the Voting Stock Shares of a Restricted Subsidiary then owned by the Issuer or by its Restricted Subsidiaries is disposed of in a single transaction or in a series of related transactions, for a consideration consisting of cash or other property the fair market value of which (as determined in good faith by the Board of Directors) is at least equal to the Fair Value of such Voting StockShares; or
(4) after giving effect to the issuance sale, assignment, transfer or other disposition, the Issuer and its Restricted Subsidiaries would own directly or indirectly at least 8070% of the issued and outstanding Voting Stock Shares of such Restricted Subsidiary and such issuance, sale, assignment, transfer or other disposition is made for a consideration consisting of cash or other property which is at least equal to the Fair Value of such Voting StockShares.
Appears in 2 contracts
Samples: Senior Indenture (Scottish Annuity & Life Holdings LTD), Junior Subordinated Indenture (Scottish Annuity & Life Holdings LTD)
Restrictions on Certain Dispositions. As long as any of the Securities remain Outstanding, the Issuer will not, and will not permit any Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the Voting Stock of any Restricted Subsidiary, unless:
(1) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Issuer or of one of its Restricted Subsidiaries;
(2) the shares of Voting Stock Shares issued, sold, assigned, transferred or otherwise disposed of constitute directors' qualifying shares;
(3) all of the Voting Stock Shares of a Restricted Subsidiary then owned by the Issuer or by its Restricted Subsidiaries is disposed of in a single transaction or in a series of related transactions, for a consideration consisting of cash or other property the fair market value of which (as determined in good faith by the Board of Directors) is at least equal to the Fair Value of such Voting StockShares; or
(4) after giving effect to the issuance sale, assignment, transfer or other disposition, the Issuer and its Restricted Subsidiaries would own directly or indirectly at least 8070% of the issued and outstanding Voting Stock Shares of such Restricted Subsidiary and such issuance, sale, assignment, transfer or other disposition is made for a consideration consisting of cash or other property which is at least equal to the Fair Value of such Voting StockShares.
Appears in 1 contract
Samples: Subordinated Indenture (Scottish Annuity & Life Holdings LTD)