Common use of Transfers of Restricted Subsidiary Stock Clause in Contracts

Transfers of Restricted Subsidiary Stock. The Company will not and will not permit any Restricted Subsidiary to Transfer any shares of the stock (or any warrants, rights or options to purchase stock or other securities exchangeable for or convertible into stock) of a Restricted Subsidiary (such stock, warrants, rights, options and other securities herein called "Restricted Subsidiary Stock"), nor will any Restricted Subsidiary issue, sell or otherwise dispose of any shares of its own Restricted Subsidiary Stock, provided that the foregoing restrictions do not apply to: (i) the issuance by a Restricted Subsidiary of shares of its own Restricted Subsidiary Stock to the Company or a Wholly-Owned Restricted Subsidiary; (ii) Transfers by the Company or a Restricted Subsidiary of shares of Restricted Subsidiary Stock to the Company or to a Wholly-Owned Restricted Subsidiary; (iii) the issuance by a Restricted Subsidiary of directors' qualifying shares or the issuance of Glamourette of its Exempt Preferred Stock to its officers, directors and employees; and (iv) the Transfer of all of the Restricted Subsidiary Stock of a Restricted Subsidiary owned by the Company and the other Restricted Subsidiaries if: (A) such Transfer satisfies the requirements of Section 11.9(a)(iv) hereof; (B) in connection with such Transfer the entire Investment (whether represented by stock, Debt, claims or otherwise but excluding any reserves or escrows for customary purposes established in connection with such Transfer) of the Company and the other Restricted Subsidiaries in such Restricted Subsidiary is Transferred to a Person other than the Company or a Restricted Subsidiary not being simultaneously disposed of; (C) the Restricted Subsidiary being disposed of has no continuing Investment in any other Restricted Subsidiary not being simultaneously disposed of or in the Company; and (D) immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default would exist.

Transfers of Restricted Subsidiary Stock. The Company will not and not, nor will not it permit any Restricted Subsidiary to Transfer to, issue, sell or otherwise dispose of any shares of the stock equity interest (or any warrantsSecurities or agreements exchangeable for, rights convertible into, or options representing the right to purchase stock or other securities exchangeable for or convertible into stockany equity interest) of a Restricted Subsidiary (such stock, warrants, rights, options equity interest and other securities herein called Securities and agreements referred to as "Restricted Subsidiary Stock"), nor will any Restricted Subsidiary issue, sell or otherwise dispose of any shares of its own Restricted Subsidiary Stock, provided that the foregoing restrictions do not apply to: (i) the issuance by a Restricted Subsidiary of shares of its own Restricted Subsidiary Stock to the Company sale or a Wholly-Owned Restricted Subsidiary; (ii) Transfers other disposition by the Company or a Restricted Subsidiary of shares of Restricted Subsidiary Stock to the Company or to a Wholly-Owned Subsidiary; (ii) the issuance by a Restricted Subsidiary of shares of its own Restricted Subsidiary Stock to either the Company or a Wholly-Owned Subsidiary; (iii) the issuance by a Restricted Subsidiary of directors' qualifying shares shares; (iv) the sale of up to ninety-eight percent (98%) of non-voting capital stock of IJL Holdings so long as such sales are to registered broker-dealers or financial advisors employed by CapTrust, and provided that the issuance Company shall at all times be the direct or indirect owner of Glamourette one hundred percent of its Exempt Preferred Stock to its officers, directors the voting capital stock of IJL Financial and employeesnot less than two percent (2%) of non-voting capital stock of IJL Holdings; and (ivv) the Transfer of all of the Restricted Subsidiary Stock of a Restricted Subsidiary of the Company owned by the Company and the other Restricted Subsidiaries if: (A) such Transfer satisfies the requirements of Section 11.9(a)(iv) hereof;7.5(b); and (B) in connection with such Transfer the entire Investment (whether represented by stock, Debt, claims or otherwise but excluding any reserves or escrows for customary purposes established in connection with such Transfer) of the Company and the other Restricted Subsidiaries in such Restricted Subsidiary is Transferred to a Person other than the Company or a Restricted Subsidiary not being simultaneously disposed of; (C) the Restricted Subsidiary being disposed of has no continuing Investment in the Company or any other Restricted Subsidiary not being simultaneously disposed of. Notwithstanding any provision of this Section 7.5(c) to the contrary, neither the Company nor any Restricted Subsidiary will sell any Restricted Subsidiary Stock issued by IJLC or IJL Financial. Prior to the sale of any Restricted Subsidiary Stock pursuant to this Section 7.5(c) which has been pledged pursuant to the Pledge Agreement, the Company shall provide each holder of Notes a certificate of a Senior Officer which sets forth the financial information to establish that such sale is in the Company; and (D) immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default would existcompliance with Section 7.5(b).