Stock of Subsidiaries. Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.
Stock of Subsidiaries. None of the Borrowers will sell or otherwise dispose of any shares of capital stock of any Subsidiary (except in connection with a merger or consolidation of a Wholly Owned Subsidiary into any of the Borrowers or another Wholly Owned Subsidiary of any of the Borrowers or with the dissolution of any Subsidiary) or permit any Subsidiary to issue any additional shares of its capital stock except pro rata to its stockholders.
Stock of Subsidiaries. The Borrower will not permit any Subsidiary to issue any Capital Stock (whether for value or otherwise) to any Person other than the Borrower or another wholly-owned Subsidiary.
Stock of Subsidiaries. Sell or otherwise dispose of any Subsidiary or permit a Subsidiary to issue any additional shares of its capital stock except pro rata to its stockholders; and
Stock of Subsidiaries. The Borrower shall not sell or otherwise dispose of (including the granting of any security interest in) any shares of capital stock of any Subsidiary other than pursuant to the Pledge Agreement, or permit any Subsidiary to issue additional shares of its capital stock, except the minimum number of directors’ qualifying shares required by applicable law.
Stock of Subsidiaries. Sell, pledge or otherwise dispose of any shares of capital stock of any of its Subsidiaries (except in connection with a merger or consolidation of a Wholly Owned Subsidiary of the Borrower permitted by Section 7.02(a) or with the dissolution of any Subsidiary of the Borrower) or permit any of its Subsidiaries to issue any additional shares of capital stock except pro rata to its stockholders.
Stock of Subsidiaries. (a) Schedule A to the Agreement identifies each Subsidiary of the Company and separately identifies each Subsidiary whose capital stock is directly owned by the Company (the "Directly Owned Subsidiaries"). The Company does not own, directly or indirectly, any equity interests in any other Person.
(b) All of the shares of capital stock of the Directly Owned Subsidiaries, except for any directors' qualifying shares, are owned by the Company, free and clear of all Liens, and have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except for (i) any director's qualifying shares and (ii) as set forth in Section 3.2(b) of the Disclosure Schedule, all of the shares of the other Subsidiaries are owned by the Company or another Subsidiary or Subsidiaries free and clear of all Liens and have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights except for any such Liens or where any such failures to be duly authorized, validly issued, and fully paid or nonassessable would not reasonably be expected to have a Material Adverse Effect.
(c) Except as set forth in Section 3.2(c) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or other equity interest in, the Subsidiaries obligating the Company or a Subsidiary to issue, sell, transfer or otherwise dispose of or sell any shares of capital stock of, or other equity interest in, a Subsidiary.
(d) Upon consummation of the Transaction, the Buyer will acquire valid title to the Shares free and clear of all Liens. Except as set forth in Section 3.2(d) of the Disclosure Schedule, there are no voting trusts, stockholder or registration rights agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the shares of capital stock of the Subsidiaries.
Stock of Subsidiaries. Each of the Borrowers will not (other than WWI in connection with a Permitted Acquisition or an Investment), and will not permit any of its respective Subsidiaries to issue any Capital Securities (whether for value or otherwise) to any Person other than WWI or another Wholly-owned Subsidiary of WWI except in connection with a Local Management Plan; provided, that, WW Australia shall at all times be the record and beneficial direct owner of all of the issued and outstanding Capital Securities of the SP1 Borrower.
Stock of Subsidiaries. The Borrower will not sell or otherwise dispose of any shares of capital stock of any Subsidiary (except as necessary or incident to any transaction permitted by Sections 6.2.1 or 6.2.6 above) or permit any Subsidiary to issue any additional shares of its capital stock except PRO RATA to its stockholders.
Stock of Subsidiaries. The Borrower will not permit any of its Subsidiaries to, (a) issue any Capital Stock (whether for value or otherwise) to any Person other than (i) officers or employees of the Guarantors, in connection with incentive compensation programs or employee benefit plans or (ii) the Borrower or another wholly owned Guarantor, or (b) other than as set forth in Section 8.6, become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any shares of Capital Stock of the Borrower or any Subsidiary or any option, warrant or other right to acquire any such shares of Capital Stock; provided, however, that the options and warrants issued by the Guarantors as set forth in Item 8.8 of the Disclosure Schedule shall be permitted.
