Subsidiary Stock and Indebtedness. The Borrower will not: (a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary; (b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower or a Wholly-Owned Restricted Subsidiary; (c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or (d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.
Appears in 3 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)
Subsidiary Stock and Indebtedness. (i) The Borrower will not:
not permit any of its Subsidiaries directly or indirectly to issue or sell any Equity Interest of such Subsidiary of the Borrower to any Person other than the Borrower or a Wholly-Owned Subsidiary of the Borrower except (a) for the purpose of qualifying directors or (b) in satisfaction of pre-emptive rights of holders of minority interests which are triggered by an issuance of Equity Interests to the Borrower or a Subsidiary of the Borrower and permit such holders to maintain their pro rata interests.
(ii) The Borrower will not directly or indirectly sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of or any shares of stock or similar interests of (or warrantsits Subsidiaries, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) and will not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of any other Subsidiary of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower or a Wholly-Owned Restricted Subsidiary;Subsidiary of the Borrower, unless
(ca) permit any Restricted simultaneously with such sale, transfer or disposition, all of the Equity Interests (other than an Equity Interest representing less than 2% of the outstanding Equity Interests of all classes of such Subsidiary taken together, provided that such Equity Interest is considered an Investment pursuant to have outstanding any shares Section 7B.5(v) and is permitted thereunder) or Indebtedness of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower and its Subsidiaries is sold, transferred or disposed of as an entirety, (b) the Board of Directors of the General Partner shall have determined, as evidenced by a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock resolution thereof, that the proposed sale, transfer or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation disposition of such Subsidiary Equity Interests or Indebtedness is in the best interests of the Borrower, (c) such Equity Interests or Indebtedness are sold, transferred or otherwise disposed of for cash or Cash Equivalents or other assets used in a line of business permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or 7B and having a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the General Partner) at not less than that of the time Equity Interests or Indebtedness so transferred, to a Person upon terms deemed by the Board of such sale if Directors of the General Partner to be acceptable, (xd) such Restricted the Subsidiary does being sold, transferred or otherwise disposed of shall not at the time own (A) have any Indebtedness of continuing investment in the Borrower or any other Restricted Subsidiary of the Borrower not being so sold, transferred or disposed and (other than Indebtedness whiche) such sale, if incurred immediately after such transaction, would be transfer or disposition is permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 20017B.7.
Appears in 3 contracts
Samples: Credit Agreement (Heritage Propane Partners L P), Credit Agreement (Energy Transfer Partners Lp), Credit Agreement (Energy Transfer Partners Lp)
Subsidiary Stock and Indebtedness. The Borrower Company will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of (i) the Borrower Company or (ii) any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to to, in the Borrower case of clause (i), the Company or, in all other cases, the Company or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary Company unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted SubsidiaryCompany; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including including, without limitation limitation, in connection with a merger or consolidation of such a Restricted Subsidiary otherwise permitted by Section 8.8(a10.7(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower Company or a Wholly-Owned Restricted Subsidiary; providedPROVIDED that, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Company or a Restricted Subsidiary if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 10.1 (other than Section 8.1(c)) (in which case and if such Indebtedness need not is secured, such Lien would be subject permitted pursuant to the subordination provisions required by Section 8.1(c)10.2) and or (ii) subject to compliance with Section 8.8(c10.7(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower Company or any other by another Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the Managing General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary Company (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)10.1) or (B) any Indebtedness, stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 200110.7(b)(ii).
Appears in 2 contracts
Samples: Note Agreement (Cornerstone Propane Partners Lp), Note Agreement (Cornerstone Propane Partners Lp)
Subsidiary Stock and Indebtedness. The Borrower will notNeither Obligor will:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower (i) Star Gas or (ii) any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to to, in the Borrower or case of clause (i), Star Gas or, in all other cases, a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary Star Gas unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted SubsidiaryStar Gas; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including including, without limitation limitation, in connection with a merger or consolidation of such a Restricted Subsidiary otherwise permitted by Section 8.8(a10.7(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower Star Gas or a Wholly-Owned Restricted Subsidiary; providedprovided that, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Star Gas if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 10.1 (other than Section 8.1(c)) (in which case and if such Indebtedness need not is secured, such Lien would be subject permitted pursuant to the subordination provisions required by Section 8.1(c)10.2) and (ii) subject to compliance with Section 8.8(c10.7(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary Star Gas may be simultaneously sold as an entirety for an aggregate a cash consideration at least equal to the fair value thereof (as determined in good faith by the General Partnergeneral partner of Star Gas) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary Star Gas (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)10.1) or (B) any Indebtedness, stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 200110.7(b)(ii).
Appears in 2 contracts
Samples: First Mortgage Notes Agreement (Star Gas Partners Lp), Note Agreement (Star Gas Partners Lp)
Subsidiary Stock and Indebtedness. The Borrower will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (y) at the time of such transaction and immediately after giving effect thereto, the Borrower could incur at least $1 of additional Indebtedness in compliance with clauses (i) and (ii) of Section 8.1(f) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.
Appears in 2 contracts
Samples: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Eagle Finance Corp)
Subsidiary Stock and Indebtedness. (i) The Borrower Company will not:
not permit any of its Subsidiaries directly or indirectly to issue or sell any Equity Interest of such Subsidiary of the Company to any Person other than the Company or a Wholly-Owned Subsidiary of the Company except (a) for the purpose of qualifying directors or (b) in satisfaction of pre-emptive rights of
(ii) The Company will not directly or indirectly sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of or any shares of stock or similar interests of (or warrantsits Subsidiaries, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) and will not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares Subsidiary of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, the Company except to the Borrower Company or a Wholly-Owned Restricted Subsidiary;
Subsidiary of the Company, unless (ca) permit any Restricted simultaneously with such sale, transfer or disposition, all of the Equity Interests (other than an Equity Interest representing less than 2% of the outstanding Equity Interests of all classes of such Subsidiary taken together, provided that such Equity Interest is considered an Investment pursuant to have outstanding any shares Section 6E(v) and is permitted thereunder) or Indebtedness of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Company and its Subsidiaries is sold, transferred or disposed of as an entirety, (b) the Board of Directors of the General Partner shall have determined, as evidenced by a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock resolution thereof, that the proposed sale, transfer or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation disposition of such Subsidiary Equity Interests or Indebtedness is in the best interests of the Company, (c) such Equity Interests or Indebtedness are sold, transferred or otherwise disposed of for cash or Cash Equivalents or other assets used in a line of business permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or 6H and having a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the General Partner) at not less than that of the time Equity Interests or Indebtedness so transferred, to a Person upon terms deemed by the Board of such sale if Directors of the General Partner to be acceptable, (xd) the Subsidiary being sold, transferred or otherwise disposed of shall not have any continuing investment in the Company or any Subsidiary of the Company not being so sold, transferred or disposed and (e) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower sale, transfer or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be disposition is permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.6G.
Appears in 1 contract
Samples: Note Purchase Agreement (Heritage Propane Partners L P)
Subsidiary Stock and Indebtedness. (i) The Borrower will not:
not permit any of its Subsidiaries directly or indirectly to issue or sell any Equity Interest of such Subsidiary of the Borrower to any Person other than the Borrower or a Wholly-Owned Subsidiary of the Borrower except (a) for the purpose of qualifying directors or (b) in satisfaction of pre-emptive rights of holders of minority interests which are triggered by an issuance of Equity Interests to the Borrower or a Subsidiary of the Borrower and permit such holders to maintain their pro rata interests.
(ii) The Borrower will not directly or indirectly sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of or any shares of stock or similar interests of (or warrantsits Subsidiaries, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) and will not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of any other Subsidiary of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower or a Wholly-Owned Restricted Subsidiary;
Subsidiary of the Borrower, unless (ca) permit any Restricted simultaneously with such sale, transfer or disposition, all of the Equity Interests (other than an Equity Interest representing less than 2% of the outstanding Equity Interests of all classes of such Subsidiary taken together, provided that such Equity Interest is considered an Investment pursuant to have outstanding any shares Section 7B.5(v) and is permitted thereunder) or Indebtedness of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower and its Subsidiaries is sold, transferred or disposed of as an entirety, (b) the Board of Directors of the General Partner shall have determined, as evidenced by a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock resolution thereof, that the proposed sale, transfer or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation disposition of such Subsidiary Equity Interests or Indebtedness is in the best interests of the Borrower, (c) such Equity Interests or Indebtedness are sold, transferred or otherwise disposed of for cash or Cash Equivalents or other assets used in a line of business permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or 7B.8 and having a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the General Partner) at not less than that of the time Equity Interests or Indebtedness so transferred, to a Person upon terms deemed by the Board of such sale if Directors of the General Partner to be acceptable, (xd) such Restricted the Subsidiary does being sold, transferred or otherwise disposed of shall not at the time own (A) have any Indebtedness of continuing investment in the Borrower or any other Restricted Subsidiary of the Borrower not being so sold, transferred or disposed and (other than Indebtedness whiche) such sale, if incurred immediately after such transaction, would be transfer or disposition is permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 20017B.7.
Appears in 1 contract
Subsidiary Stock and Indebtedness. The Borrower Company will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower Company or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower Company or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, -82- 90 rights or options to acquire its stock or similar interests) except to the Borrower Company or a Wholly-Owned Restricted Subsidiary; providedprovided that, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Company if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower Company or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower Company or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iiiy) AEPLP may issue or sell its Capital Stock to at the Special Limited Partner time of such transaction and immediately after giving effect thereto, the Company could incur at least $1 of additional Indebtedness in compliance with clauses (as defined in the AEPLP Partnership Agreementi) and (ii) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 20018.1(f).
Appears in 1 contract
Subsidiary Stock and Indebtedness. The Borrower Company will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of (i) the Borrower Company or (ii) any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to to, in the Borrower or case of clause (i), the Company or, in all other cases, [the Company or] a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary Company unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted SubsidiaryCompany; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including including, without limitation limitation, in connection with a merger or consolidation of such a Restricted Subsidiary otherwise permitted by Section 8.8(a10.7(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower Company or a Wholly-Owned Restricted Subsidiary; providedPROVIDED that, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Company or a Restricted Subsidiary if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 10.1 (other than Section 8.1(c)) (in which case and if such Indebtedness need not is secured, such Lien would be subject permitted pursuant to the subordination provisions required by Section 8.1(c)10.2) and or (ii) subject to compliance with Section 8.8(c10.7(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower Company or any other by another Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the Managing General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary Company (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)10.1) or (B) any Indebtedness, stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 200110.7(b)(ii).
Appears in 1 contract
Subsidiary Stock and Indebtedness. The Borrower Company will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower Company or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower Company or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary; oror -39-
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(aSECTION 10.7(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower Company or a Wholly-Owned Restricted Subsidiary; providedprovided that, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Company to a Person other than a Restricted Subsidiary if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) SECTION 10.1 (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(cSECTION 10.1(c)) and (ii) subject to compliance with Section 8.8(cSECTION 10.7(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower Company or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower Company or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1SECTION 10.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(cSECTION 10.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(iiSECTION 10.7(b)(ii) and (iiiy) AEPLP may issue or sell its Capital Stock to at the Special Limited Partner time of such transaction and immediately after giving effect thereto, the Company could incur at least $1 of additional Indebtedness in compliance with clauses (as defined in the AEPLP Partnership Agreementi) and (ii) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001SECTION 10.1(f).
Appears in 1 contract
Subsidiary Stock and Indebtedness. The Borrower will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, Subsidiary except to a Wholly-Owned Restricted wholly- owned Subsidiary and except directors, qualifying shares if required by applicable law and except that, subject to Section 6.4, shares of stock of a Subsidiary may be sold for a cash consideration at least equal to the fair value thereof (as determined in good faith by the Board of Directors of the Borrower) at the time of such sale if such Subsidiary would not thereby cease to be a Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower or a Whollywholly-Owned Restricted Subsidiary;
(c) permit any Restricted owned Subsidiary or as directors' qualifying shares if required by applicable law and except that, subject to have outstanding any Section 6.4, shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted a Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)Lincoln Telephone) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate a cash consideration at least equal to the fair value thereof (as determined in good faith by the General PartnerBoard of Directors of the Borrower) at the time of such sale if such Subsidiary would not thereby cease to be a Subsidiary;
(xc) permit any Subsidiary to have outstanding any shares of preferred stock other than shares of preferred stock which are owned by the Borrower or a wholly-owned Subsidiary or which are outstanding on the date of this Agreement and are reflected in Schedule 6.11; or
(d) permit any Subsidiary directly or indirectly to issue or sell (including, without limitation, in connection with a merger or consolidation of a Subsidiary otherwise permitted by Section 6.4) any shares of its stock (or warrants, rights or options to acquire its stock) (except directors, qualifying shares if required by applicable law) if as a result of the transaction such Restricted Subsidiary would thereby cease to be a Subsidiary; provided that, subject to compliance with Section 6.4, all Indebtedness and shares of stock of any Subsidiary (other than Lincoln Telephone) owned by the Borrower and the other Subsidiaries may be simultaneously sold as an entirety for a cash consideration at least equal to the fair value thereof (as determined in good faith by the Board of Directors of the Borrower) at the time of such sale if such Subsidiary does not at the time own (A) any Indebtedness stock of the Borrower or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso provision and Section 6.4 if such Subsidiary does not own any Indebtedness of the Borrower or Section 8.8(b)(ii) any other Subsidiary; provided further that shares of stock of Subsidiaries owned by the Borrower and (iii) AEPLP the other Subsidiaries may issue be disposed of in connection with a sale or sell other disposition by the Borrower of all or substantially all of its Capital Stock to the Special Limited Partner (as defined assets in the AEPLP Partnership Agreement) of AEPLP in accordance compliance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 20016.4.
Appears in 1 contract
Subsidiary Stock and Indebtedness. (i) The Borrower Company will not:
not permit any of its Subsidiaries directly or indirectly to issue or sell any Equity Interest of such Subsidiary of the Company to any Person other than the Company or a Wholly-Owned Subsidiary of the Company except (a) for the purpose of qualifying directors or (b) in satisfaction of pre-emptive rights of holders of minority interests which are triggered by an issuance of Equity Interests to the Company or a Subsidiary of the Company and permit such holders to maintain their pro rata interests.
(ii) The Company will not directly or indirectly sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of or any shares of stock or similar interests of (or warrantsits Subsidiaries, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) and will not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares Subsidiary of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, the Company except to the Borrower Company or a Wholly-Owned Restricted Subsidiary;
Subsidiary of the Company, unless (ca) permit any Restricted simultaneously with such sale, transfer or disposition, all of the Equity Interests (other than an Equity Interest representing less than 2% of the outstanding Equity Interests of all classes of such Subsidiary taken together, provided that such Equity Interest is considered an Investment pursuant to have outstanding any shares Section 6E(v) and is permitted thereunder) or Indebtedness of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Company and its Subsidiaries is sold, transferred or disposed of as an entirety, (b) the Board of Directors of the General Partner shall have determined, as evidenced by a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock resolution thereof, that the proposed sale, transfer or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation disposition of such Subsidiary Equity Interests or Indebtedness is in the best interests of the Company, (c) such Equity Interests or Indebtedness are sold, transferred or otherwise disposed of for cash or Cash Equivalents or other assets used in a line of business permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or 6H and having a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness less than that of the Borrower Equity Interests or any other Restricted Subsidiary (other than Indebtedness whichso transferred, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to a Person upon terms deemed by the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) Board of AEPLP in accordance with Section 5.3 Directors of the AEPLP Partnership AgreementGeneral Partner to be acceptable, as such Section 5.3 was in effect on August 21(d) the Subsidiary being sold, 2001.transferred or otherwise disposed
Appears in 1 contract
Samples: Note Purchase Agreement (Heritage Propane Partners L P)
Subsidiary Stock and Indebtedness. The Borrower Company will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower Company or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower Company or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(aSECTION 10.7(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower Company or a Wholly-Owned Restricted Subsidiary; providedprovided that, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Company to a Person other than a Restricted Subsidiary if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) SECTION 10.1 (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(cSECTION 10.1(c)) and (ii) subject to compliance with Section 8.8(cSECTION 10.7(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower Company or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.as
Appears in 1 contract
Subsidiary Stock and Indebtedness. The Borrower will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (y) at the time of such transaction and immediately after giving effect thereto, the Borrower could incur at least $1 of additional Indebtedness in compliance with clauses (i)(A) and (B) of Section 8.1(f) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.
Appears in 1 contract
Subsidiary Stock and Indebtedness. The Borrower Except as permitted by section 10.5, the GMH Companies will not:
(a) directly or indirectly sell, assign, pledge (except as permitted by section 10.2) or otherwise dispose of any Indebtedness Debt of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, Subsidiary except to a Wholly-Owned Restricted SubsidiarySubsidiary or as directors' qualifying shares if required by applicable law;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge (except as permitted by section 10.2) or otherwise dispose of any Indebtedness Debt of the Borrower any GMH Company or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower Holding or a Wholly-Owned Restricted SubsidiarySubsidiary or as directors' qualifying shares if required by applicable law;
(c) permit any Restricted Subsidiary to have outstanding any shares of preferred stock or similar interests other than shares of preferred stock which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Holding or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including including, without limitation limitation, in connection with a merger or consolidation of such a Subsidiary otherwise permitted by Section 8.8(asection 10.5(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interestsstock) except to the Borrower Holding or a Wholly-Wholly- Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions as directors' qualifying shares if required by Section 8.1(c)) and (ii) applicable law; provided that, subject to compliance with Section 8.8(csection 10.5(c), all Indebtedness Debt and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any Holding and its other Restricted Subsidiary Subsidiaries may be simultaneously sold as an entirety for an aggregate a cash consideration at least equal to the fair value thereof (as determined in good faith by the General PartnerBoard of Holding) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (Ai) any Indebtedness Debt of any of the Borrower GMH Companies or (ii) any Debt or stock of any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(iisection 10.5(b)(ii) and (iii) AEPLP may issue if immediately after giving effect to such transaction no condition or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) event shall exist which constitutes an Event of AEPLP in accordance with Section 5.3 Default or Potential Event of Default, and provided further that shares of stock of Subsidiaries owned by any of the AEPLP Partnership Agreement, as GMH Companies and their Subsidiaries may be disposed of in connection with a sale or other disposition by such Section 5.3 was GMH Company or Subsidiary of all or substantially all of its assets in effect on August 21, 2001compliance with section 10.5(b)(ii).
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (General Housing Inc)
Subsidiary Stock and Indebtedness. The Borrower It will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests interest of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any of its Indebtedness or the Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower it or a its Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary it unless such shares of preferred stock or similar interests are owned by the Borrower it or a its Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including including, without limitation limitation, in connection with a merger or consolidation of such a Subsidiary otherwise permitted by -72- 79 Section 8.8(a8.07(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower it or a its Wholly-Owned Restricted Subsidiary; provided, that that,
(i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower its parent if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and 8.01 and
(ii) subject to compliance with Section 8.8(c8.07(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary it may be simultaneously sold as an entirety for an aggregate a cash consideration at least equal to the fair value thereof (as determined in good faith by the General Partnerits general partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary its parent (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)8.01) or (B) any Indebtedness, stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii8.07(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to if, at the Special Limited Partner (as defined time of such transaction and immediately after giving effect thereto, it could incur at least $1 of additional Indebtedness in the AEPLP Partnership Agreement) of AEPLP in accordance compliance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 20018.01(f).
Appears in 1 contract
Samples: Revolving Credit Agreement (Lakehead Pipe Line Partners L P)
Subsidiary Stock and Indebtedness. The Borrower Company will not:
: (a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Subsidiary, except, in the case of shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Subsidiary (other than the Operating Partnership), to a Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
; (b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of (i) the Borrower Company or (ii) any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to to, in the Borrower case of clause (i), the Company or, in all other cases, the Company or a Wholly-Owned Restricted Subsidiary;
; (c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary Company unless such shares of preferred stock or similar interests are owned by the Borrower Company; or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including including, without limitation limitation, in connection with a merger or consolidation of such a Restricted Subsidiary otherwise permitted by Section 8.8(aSECTION 10.9(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower Company or, in the case of shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Subsidiary (other than the Operating Partnership), to a Wholly-Owned Restricted Subsidiary; providedPROVIDED that, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Company or a Restricted Subsidiary if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and SECTION 10.2 or (ii) subject to compliance with Section 8.8(cSECTION 10.9(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary (other than the Operating Partnership) owned by the Borrower Company or any other by another Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the Managing General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary Company (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)SECTION 10.2) or (B) any Indebtedness, stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001SECTION 10.9(b)(ii). 10.9.
Appears in 1 contract
Samples: Senior Notes Agreement (Cornerstone Propane Partners Lp)
Subsidiary Stock and Indebtedness. The Borrower Company will not:
(a) directly or indirectly indirectly, sell, assign, pledge or otherwise dispose of any Indebtedness of Debt of, or claim against, or any shares of stock or similar interests of or other Securities (or warrants, rights or options to acquire stock or similar interests ofinterests) of any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;owned Subsidiary or except as to directors' qualifying shares if required by applicable law; or
(b) permit any Restricted Subsidiary to, directly or indirectly to indirectly, sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower Debt of, or any other Restricted Subsidiaryclaim against, or any shares of stock or similar interests of or other Securities (or warrants, rights or options to acquire stock or similar interests ofinterests) of any other Restricted Subsidiary, except to the Borrower Company or a Wholly-Owned Restricted Subsidiaryowned Subsidiary or except as to directors' qualifying shares if required by applicable law;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary to, directly or indirectly to indirectly, issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests or other Securities (or warrants, rights or options to acquire its any stock or similar interests) of such Subsidiary except to the Borrower Company or a Wholly-Owned Restricted owned Subsidiary or except as to directors' qualifying shares or to satisfy preemptive rights if required by applicable law; or
(d) permit any Subsidiary to have outstanding any shares of preferred stock, except shares of preferred stock owned by the Company or a Wholly-owned Subsidiary; providedPROVIDED, HOWEVER, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness Debt and shares of stock or partnership and similar interests of any Restricted Subsidiary owned by the Borrower or any Company and its other Restricted Subsidiary Subsidiaries may be simultaneously sold as an entirety to any Person for an aggregate a consideration at least equal to the fair value thereof (as determined in good faith by the General PartnerCompany to be fair, or any part of the shares of common stock and similar interests (but not preferred stock) of any Subsidiary owned by the Company and its other Subsidiaries may be sold to any Person for a consideration determined in good faith by the Company to be fair, if in each such case (1) such sale would then be permitted pursuant to 5.5(E) and (2) at the time of and immediately after the consummation of such sale if transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and a Subsidiary shall at such time be permitted to incur $1.00 of additional Debt (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary (to a Person other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(cthe Company or a Subsidiary) pursuant to 5.1(B)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.
Appears in 1 contract
Samples: Note Agreement (Spartan Stores Inc)
Subsidiary Stock and Indebtedness. The Borrower Company will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower Company or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower Company or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower Company or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower Company or a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower Company if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower Company or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower Company or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (y) at the time of such transaction and immediately after giving effect thereto, the Company could incur at least $1 of additional Indebtedness in compliance with clauses (i) and (ii) of Section 8.1(f) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.
Appears in 1 contract
Subsidiary Stock and Indebtedness. (i) The Borrower Company will not:
not permit any of its Subsidiaries directly or indirectly to issue or sell any Equity Interest of such Subsidiary of the Company to any Person other than the Company or a Wholly-Owned Subsidiary of the Company except (a) for the purpose of qualifying directors or (b) in satisfaction of pre-emptive rights of holders of minority interests which are triggered by an issuance of Equity Interests to the Company or a Subsidiary of the Company and permit such holders to maintain their pro rata interests.
(ii) The Company will not directly or indirectly sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of or any shares of stock or similar interests of (or warrantsits Subsidiaries, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) and will not permit any Restricted Subsidiary of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise dispose of any Equity Interest in or any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares Subsidiary of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, the Company except to the Borrower Company or a Wholly-Owned Restricted Subsidiary;
Subsidiary of the Company, unless (ca) permit any Restricted simultaneously with such sale, transfer or disposition, all of the Equity Interests (other than an Equity Interest representing less than 2% of the outstanding Equity Interests of all classes of such Subsidiary taken together, provided that such Equity Interest is considered an Investment pursuant to have outstanding any shares Section 6E(v) and is permitted thereunder) or Indebtedness of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower Company and its Subsidiaries is sold, transferred or disposed of as an entirety, (b) the Board of Directors of the General Partner shall have determined, as evidenced by a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock resolution thereof, that the proposed sale, transfer or similar interests are owned by the Borrower or a Wholly-Owned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation disposition of such Subsidiary Equity Interests or Indebtedness is in the best interests of the Company, (c) such Equity Interests or Indebtedness are sold, transferred or otherwise disposed of for cash or Cash Equivalents or other assets used in a line of business permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or 6H and having a Wholly-Owned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair market value thereof (as determined in good faith by the Board of Directors of the General Partner) at not less than that of the time Equity Interests or Indebtedness so transferred, to a Person upon terms deemed by the Board of such sale if Directors of the General Partner to be acceptable, (xd) the Subsidiary being sold, transferred or otherwise disposed of shall not have any continuing investment in the Company or any Subsidiary of the Company not being so sold, transferred or disposed and (e) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower sale, transfer or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be disposition is permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.6G.
Appears in 1 contract
Samples: Note Purchase Agreement (Heritage Propane Partners L P)
Subsidiary Stock and Indebtedness. The Borrower will not:
(a) directly or indirectly sell, assign, pledge or otherwise dispose of any Indebtedness of or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted Subsidiary;
(b) permit any Restricted Subsidiary directly or indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of the Borrower or any other Restricted Subsidiary, or any shares of stock or similar interests of (or warrants, rights or options to acquire stock or similar interests of) any other Restricted Subsidiary, except to the Borrower or a Wholly-Owned Restricted Subsidiary;
(c) permit any Restricted Subsidiary to have outstanding any shares of stock or similar interests which are preferred over any other shares of stock or similar interests in such Restricted Subsidiary owned by the Borrower or a Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or similar interests are owned by the Borrower or a Wholly-Owned WhollyOwned Restricted Subsidiary; or
(d) permit any Restricted Subsidiary directly or indirectly to issue or sell (including without limitation in connection with a merger or consolidation of such Subsidiary otherwise permitted by Section 8.8(a)) any shares of its stock or similar interests (or warrants, rights or options to acquire its stock or similar interests) except to the Borrower or a Wholly-Owned WhollyOwned Restricted Subsidiary; provided, that (i) any Restricted Subsidiary may sell, assign or otherwise dispose of Indebtedness of the Borrower if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) and (ii) subject to compliance with Section 8.8(c), all Indebtedness and shares of stock or partnership interests of any Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if (x) such Restricted Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any other Restricted Subsidiary (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under Section 8.1, other than Section 8.1(c)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 8.1(c)) or (B) any stock or other interest in any other Restricted Subsidiary which is not also being simultaneously sold as an entirety in compliance with this proviso or Section 8.8(b)(ii) and (y) at the time of such transaction and immediately after giving effect thereto, the Borrower could incur at least $1 of additional Indebtedness in compliance with clauses (i)(A) and (B) of Section 8.1(f) and (iii) AEPLP may issue or sell its Capital Stock to the Special Limited Partner (as defined in the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21, 2001.
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
