Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense of, or part with control of, any shares of stock or Debt of any Subsidiary, except to the Company or a Wholly-Owned Subsidiary, and except that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided that (i) such sale or other disposition is -------- treated as a Transfer of the assets of such Subsidiary and is permitted by paragraph 6C(6) and (ii) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4));
Appears in 1 contract
Samples: Private Shelf Agreement (Zero Corp)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except to the Company or a Wholly-Owned Subsidiary, and except that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided that (i) such sale or other disposition is -------- disposition, if treated as a Transfer of the assets of such Subsidiary and is Subsidiary, would be permitted by paragraph 6C(6) and (ii) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4));
Appears in 1 contract
Samples: Private Shelf Agreement (Regis Corp)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except (i) to the Company or a Wholly-Owned Subsidiary, and except (ii) that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided PROVIDED that (ia) such sale or other disposition is -------- disposition, if treated as a Transfer of the assets of such Subsidiary and is Subsidiary, would be permitted by paragraph 6C(6) and (iib) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4));
Appears in 1 contract
Samples: Senior Promissory Note Agreement (Consolidated Products Inc /In/)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except (i) to the Company or a Wholly-Owned Subsidiary, and except (ii) that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided that (ia) such sale or other disposition is -------- disposition, if treated as a Transfer of the assets of such Subsidiary and is Subsidiary, would be permitted by paragraph 6C(6) and (iib) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4));
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Steak & Shake Co)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense of, or part with control of, Transfer any shares of stock or Debt of any Subsidiary, except that (i) such shares of stock or Debt may be Transferred to the Company or a WhollyNon-Owned Dilutive Subsidiary, (ii) such shares of stock ma y be Transferred to the extent such Subsidiary will continue to be a Subsidiary thereafter and except that such Transfer is treated as a pro rata Transfer of assets of such Subsidiary and is permitted by clause (v) of paragraph 6B(5) or (iii) all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided that in the case of the foregoing clause (iiii), (a) such sale or other disposition is -------- treated as a Transfer of the assets of such Subsidiary and is permitted by clause (v) of paragraph 6C(66 B(5) and (iib) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the t he Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(46B(4));
Appears in 1 contract
Samples: Senior Promissory Note Agreement (Lawter International Inc)
Sale of Stock and Debt of Subsidiaries. Sell With the exception of the InfoSoft Sale, sell or otherwise dispense dispose of, or part with control of, any shares of stock (or similar equity interests) or Debt of any Subsidiary, except to the Company or a Wholly-Owned Subsidiary, and except that all shares of stock (or similar equity interests) and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock (or similar equity interests) and Debt so sold; provided that (i) such sale or other disposition is -------- treated as a Transfer of the assets of such Subsidiary and is permitted by paragraph 6C(66B(3) and (ii) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (Subsidiary, unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4)6B(4);
Appears in 1 contract
Samples: Senior Promissory Notes Agreement (Dentsply International Inc /De/)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except (i) to the Company or a Wholly-Owned Restricted Subsidiary, and except (ii) that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided that (ia) such sale or other disposition is -------- disposition, if treated as a Transfer of the assets of such Subsidiary and is Subsidiary, would be permitted by paragraph 6C(66B(6) and (iib) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(46B(4));
Appears in 1 contract
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock stock, Debt or Debt partnership or other interests of any Subsidiary, except (i) to the Company Partnership, the REIT or a Wholly-Wholly Owned SubsidiarySubsidiary of either, and except (ii) for issuance of Subsidiary Debt in compliance with paragraph 6C(1) or (iii) that all shares of stock (or partnership or other interests, as the case may be) and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries Partnership, the REIT, and/or any Subsidiary may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Partnership or the Board of Directors of the CompanyREIT, as applicable) at the time of sale of the shares of stock and Debt so sold; provided that (ithat(A) such sale or other disposition is -------- treated as a Transfer of the assets of such Subsidiary and is permitted by paragraph 6C(66C(5) and (iiB) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of equity interests in any other Subsidiary (unless all of the shares of stock and Debt of equity interests in such other Subsidiary owned, directly or indirectly, by the Company and all Partnership, the REIT or the Subsidiaries of either are simultaneously being sold as permitted by this paragraph 6C(4Paragraph 6C(3));
Appears in 1 contract
Samples: Note Purchase Agreement (Mid America Apartment Communities Inc)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except to the Company or a Wholly-Owned Subsidiary, and except that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; , provided that (i) such sale or other disposition is -------- treated as a Transfer of the assets of such Subsidiary and is would be permitted by paragraph 6C(66B(3) (iv), and (ii) further provided that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(46B(7));
Appears in 1 contract
Samples: Note Agreement (Tampa Electric Co)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except (i) to the Company or a Wholly-Owned Subsidiary, and except (ii) that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided that (ia) such sale or other disposition is -------- disposition, if treated as a Transfer of the assets of such Subsidiary and is Subsidiary, would be permitted by paragraph 6C(6) and (iib) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4));
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Manitowoc Co Inc)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except to the Company or a Wholly-Owned Restricted Subsidiary, and except that all shares of stock and Debt of any Subsidiary (other than Electronicthe Facilities Subsidiary) at the time owned by or owed to the Company and all its Restricted Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors Responsible Representatives of the CompanyGeneral Partner) at the time of sale of the shares of stock and Debt so sold; sold- provided that (i) such sale or other disposition is -------- treated as a Transfer of the assets of such Subsidiary do not include any assets which could not be disposed of pursuant to the provisions of paragraph 6B(5) unless the conditions to the sale of such assets set forth in paragraph 6B(5) are complied with, and is permitted by paragraph 6C(6) and (ii) further provided that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all its Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(46B(4));
Appears in 1 contract
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock (except Directors' qualifying shares) or Debt of any Subsidiary, except to the Company or a Wholly-Owned another Subsidiary, and except that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety to any Person for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; , provided that (ia) the sale of -------- such sale or other disposition is -------- Subsidiary shall be treated as a Transfer sale of the assets of such Subsidiary and is permitted by clause (iii) of paragraph 6C(6) and (iib) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary or of the Company (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4));
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Wyle Electronics)
Sale of Stock and Debt of Subsidiaries. Sell or otherwise dispense dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except to the Company or a Wholly-Owned Domestic Subsidiary, and except that all shares of stock and Debt of any Subsidiary (other than Electronic) at the time owned by or owed to the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock and Debt so sold; provided provided, that (i) such sale or other disposition is -------- disposition, if treated as a Transfer of the assets Property of such Subsidiary and is Subsidiary, would be permitted by paragraph 6C(6) and (ii) at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(46C(12));.
Appears in 1 contract
Samples: Note Purchase and Revolving Credit Agreement (Corinthian Colleges Inc)