Common use of Transfers of Subsidiary Stock Clause in Contracts

Transfers of Subsidiary Stock. The Company shall not, and shall not permit any Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “Subsidiary Stock”), nor shall any Subsidiary issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (i) the issuance by a Subsidiary of shares of its own Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (ii) Transfers by the Company or a Subsidiary of shares of Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iii) the issuance by a Subsidiary of directors’ qualifying shares; and (iv) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if (A) such Transfer satisfies the requirements of Section 6.15(a)(iii); (B) in connection with such Transfer the entire investment (whether represented by stock, Debt, claims or otherwise) of the Company and the other Subsidiaries in such Subsidiary is Transferred to a Person other than the Company or a Subsidiary not simultaneously being disposed of; (C) the Subsidiary being disposed of has no continuing investment in any other Subsidiary not simultaneously being disposed of or in the Company; and (D) immediately prior to, and immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Subsidiary to (x) sell any shares of capital stock of any Subsidiary in violation of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.16.

Transfers of Subsidiary Stock. The Company shall not, and shall not permit any Restricted Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Preexisting Restricted Subsidiary or New Restricted Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “Restricted Subsidiary Stock”), nor shall any 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 a Wholly-Owned Restricted Subsidiary; (iii) the issuance by a Restricted Subsidiary of directors’ qualifying shares; 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 6.15(a)(iii); (B) in connection with such Transfer the entire investment (whether represented by stock, Debt, claims or otherwise) 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 simultaneously being disposed of; (C) the Restricted Subsidiary being disposed of has no continuing investment in any other Restricted Subsidiary not simultaneously being disposed of or in the Company; and (D) immediately prior to, and immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Restricted Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Preexisting Restricted Subsidiary or New Restricted Subsidiary that shall have issued such Restricted Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Restricted Subsidiary to (x) sell any shares of capital stock of any Restricted Subsidiary in violation of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.16.

Transfers of Subsidiary Stock. The Company shall will not, and shall will not permit any Restricted Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Restricted Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “Subsidiary Stock”"RESTRICTED SUBSIDIARY STOCK"), nor shall will any Restricted Subsidiary issue, sell or otherwise dispose of any shares of its own Restricted Subsidiary Stock, provided PROVIDED that the foregoing restrictions do not apply to: (ia) the issuance by a Restricted Subsidiary of shares of its own Restricted Subsidiary Stock to the Company or a Wholly-Owned another Restricted Subsidiary; (iib) Transfers by the Company or a Restricted Subsidiary of shares of Restricted Subsidiary Stock to the Company or a Wholly-Owned another Restricted Subsidiary; (iiic) the issuance by a Restricted Subsidiary of directors’ ' qualifying shares; andshares or shares to holders (who hold for the benefit of the Company or a Restricted Subsidiary) to meet statutory requirements for domestic holdings or minimum numbers of stockholders; (ivd) the Transfer of all of the Restricted Subsidiary Stock of a Restricted Subsidiary owned by the Company and the other Restricted Subsidiaries if: (A1) such Transfer satisfies the requirements requirement of Section 6.15(a)(iiiparagraph 6H(i)(d) hereof (for purposes of such paragraph, the net book value of such Restricted Subsidiary Stock being deemed to be the aggregate net book value of all assets of such Restricted Subsidiary); (B2) in connection with such Transfer Transfer, the entire investment (whether represented by stock, Debt, claims or otherwise) 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 simultaneously being disposed of; (C3) the Restricted Subsidiary being disposed of has no continuing investment in any other Restricted Subsidiary not simultaneously being disposed of or in the Company; and (D4) immediately prior to, before and immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default exists or would exist. For purposes ; (e) Transfers of determining the book value Unrelated Assets consisting of Property constituting Restricted Subsidiary Stock being Transferred as provided if the requirements set forth in subclauses (2), (3) and (4) of the foregoing clause (ivd) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(bbeen satisfied; and (f) shall be deemed to permit Transfers by the Company or any a Restricted Subsidiary to (x) sell any of shares of capital stock Restricted Subsidiary Stock of any Subsidiary PRC/HK Subsidiaries, PROVIDED such Transfer is made to a collateral agent in violation of Section 6.2(d)(ii) or (y) violate any of accordance with the provisions of Section 6.16paragraph 6M hereof.

Transfers of Subsidiary Stock. The Company shall not, and shall not permit any Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “Subsidiary Stock”"SUBSIDIARY STOCK"), nor shall any Subsidiary issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (iI) the issuance by a Subsidiary of shares of its own Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iiII) Transfers by the Company or a Subsidiary of shares of Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iiiIII) the issuance by a Subsidiary of directors’ ' qualifying shares; and (ivIV) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if (A) such Transfer satisfies the requirements of Section 6.15(a)(iii); (B) in connection with such Transfer the entire investment (whether represented by stock, Debt, claims or otherwise) of the Company and the other Subsidiaries in such Subsidiary is Transferred to a Person other than the Company or a Subsidiary not simultaneously being disposed of; (C) the Subsidiary being disposed of has no continuing investment in any other Subsidiary not simultaneously being disposed of or in the Company; and (D) immediately prior to, and immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Subsidiary to (x) sell any shares of capital stock of any Subsidiary in violation of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.16.

Transfers of Subsidiary Stock. The Company shall will not, and shall will not permit any Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “Subsidiary Stock”"SUBSIDIARY STOCK"), nor shall will any Subsidiary issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (i) the issuance by a Subsidiary of shares of its own Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (ii) Transfers by the Company or a Subsidiary of shares of Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iii) the issuance by a Subsidiary of directors’ ' qualifying shares; and (iv) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if: (A) such Transfer satisfies the requirements of Section 6.15(a)(iii6.7(a)(iv); (B) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) of the Company and the other Subsidiaries in such Subsidiary is Transferred to a Person other than (1) the Company or Company, (2) a Subsidiary not simultaneously being disposed ofof or (3) an Affiliate; (C) the Subsidiary being disposed of has no continuing investment Investment in any other Subsidiary not simultaneously being disposed of or in the Company; and (D) immediately prior to, before and immediately after the consummation of such Transfer, and after giving effect thereto, , (1) no Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Subsidiary Stock being Transferred as provided in clause exist and (iv2) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Subsidiary would be able to Incur at least One Dollar (x$1.00) sell any shares of capital stock of any Subsidiary additional Debt in violation of compliance with Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.166.1(a).

Transfers of Subsidiary Stock. The Company shall will not, and shall will not permit any Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “"Subsidiary Stock”"), nor shall will any Subsidiary issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (i) the issuance by a Subsidiary of shares of its own Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (ii) Transfers (other than leases) by the Company or a Subsidiary of shares of Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iii) the issuance by a Subsidiary of directors’ ' qualifying shares; and (iv) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if: (A) such Transfer satisfies the requirements of Section 6.15(a)(iii6.5(a)(iii); (B) in connection with such Transfer the entire investment (whether represented by stock, Debt, claims or otherwise) of the Company and the other Subsidiaries in such Subsidiary is Transferred to a Person other than (1) the Company or (2) a Subsidiary not simultaneously being disposed of; (C) the Subsidiary being disposed of has no continuing investment in any other Subsidiary not simultaneously being disposed of or in the Company; and (D) immediately prior to, before and immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Subsidiary to (x) sell any shares of capital stock of any Subsidiary in violation of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.16.

Transfers of Subsidiary Stock. The Company shall will not, and shall will not permit any Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “"Subsidiary Stock”"), nor shall will any Subsidiary issue, sell or otherwise dispose of any shares of its own Subsidiary Stock; provided, provided however, that the foregoing restrictions do not apply to: (i) the issuance by a Subsidiary of shares any of its own Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (ii) Transfers by the Company or a Subsidiary of shares of any Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iii) the issuance by a Subsidiary of directors’ ' qualifying shares; and (iv) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if: (A) such Transfer satisfies the requirements of Section 6.15(a)(iii7.2(a)(ii); (B) in connection with such Transfer Transfer, the entire investment (whether represented by stock, DebtIndebtedness, claims or otherwise) of the Company and the other its Subsidiaries in such Subsidiary is Transferred to a Person other than the Company or a Subsidiary not simultaneously being disposed of; (C) the Subsidiary being disposed of has no continuing investment in the Company or any other Subsidiary not simultaneously being disposed of or in the Companyof; and (D) immediately prior to, before and immediately after the consummation of such Transfer, and after giving effect thereto, no Unmatured Event of Default, Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Subsidiary to (x) sell any shares of capital stock of any Subsidiary in violation of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.16.

Transfers of Subsidiary Stock. The Company shall not, and shall not permit any Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “"Subsidiary Stock”"), nor shall any Subsidiary issue, sell or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (i) the issuance by a Subsidiary of shares of its own Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (ii) Transfers by the Company or a Subsidiary of shares of Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iii) the issuance by a Subsidiary of directors’ ' qualifying shares; and (iv) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if (A) such Transfer satisfies the requirements of Section 6.15(a)(iii); (B) in connection with such Transfer the entire investment (whether represented by stock, Debt, claims or otherwise) of the Company and the other Subsidiaries in such Subsidiary is Transferred to a Person other than the Company or a Subsidiary not simultaneously being disposed of; (C) the Subsidiary being disposed of has no continuing investment in any other Subsidiary not simultaneously being disposed of or in the Company; and (D) immediately prior to, and immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Subsidiary to (x) sell any shares of capital stock of any Subsidiary in violation of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.16.

Transfers of Subsidiary Stock. The Company shall will not, and shall will not permit any Restricted Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Restricted Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “"Restricted Subsidiary Stock”"), nor shall 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 a Wholly-Owned Restricted Subsidiary; (iii) the issuance by a Restricted Subsidiary of directors’ ' qualifying shares; and (iv) the Transfer of all of the Restricted Subsidiary Stock of a Restricted Subsidiary owned by the Company and the other Restricted Subsidiaries pursuant to the Montana Disposition or the Arlington Disposition or if: (A) such Transfer satisfies the requirements of Section 6.15(a)(iii6.8(a)(ii); (B) in connection with such Transfer the entire investment Investment (whether represented by stock, Debt, claims or otherwise) 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 simultaneously being disposed of; (C) the Restricted Subsidiary being disposed of has no continuing investment Investment in any other Restricted Subsidiary not simultaneously being disposed of or in the Company; and (D) immediately prior to, before and immediately after the consummation of such Transfer, and after giving effect thereto, no Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Restricted Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Restricted Subsidiary that shall have issued such Restricted Subsidiary Stock. Nothing in this Section 6.15(bAny Transfer of Restricted Subsidiary Stock pursuant to clause (iv) above shall be deemed to permit be a Transfer of the Company or any accounts receivable of such Restricted Subsidiary to (x) sell any shares of capital stock of any Subsidiary in violation which must satisfy the requirements of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.166.8(c).

Transfers of Subsidiary Stock. The Company shall will not, and shall will not permit any Subsidiary to, Transfer any shares of the capital stock (or any warrants, rights or options to purchase stock or other Securities exchangeable for or convertible into capital stock) of a Subsidiary (such capital stock, warrants, rights, options and other Securities herein called “"Subsidiary Stock”"), nor shall will any Subsidiary issue, sell or otherwise dispose of any shares of its own Subsidiary Stock; provided, provided however, that the foregoing restrictions do not apply to: (i) the issuance by a Subsidiary of shares any of its own Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (ii) Transfers by the Company or a Subsidiary of shares of any Subsidiary Stock to the Company or a Wholly-Owned Subsidiary; (iii) the issuance by a Subsidiary of directors’ ' qualifying shares; and (iv) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if: (A) such Transfer satisfies the requirements of Section 6.15(a)(iii7.3(a)(ii); (B) in connection with such Transfer Transfer, the entire investment (whether represented by stock, DebtIndebtedness, claims or otherwise) of the Company and the other its Subsidiaries in such Subsidiary is Transferred to a Person other than the Company or a Subsidiary not simultaneously being disposed of; (C) the Subsidiary being disposed of has no continuing investment in the Company or any other Subsidiary not simultaneously being disposed of or in the Companyof; and (D) immediately prior to, before and immediately after the consummation of such Transfer, and after giving effect thereto, no Unmatured Event of Default or Event of Default exists or would exist. For purposes of determining the book value of Property constituting Subsidiary Stock being Transferred as provided in clause (iv) above, such book value shall be deemed to be the aggregate book value of all assets of the Subsidiary that shall have issued such Subsidiary Stock. Nothing in this Section 6.15(b) shall be deemed to permit the Company or any Subsidiary to (x) sell any shares of capital stock of any Subsidiary in violation of Section 6.2(d)(ii) or (y) violate any of the provisions of Section 6.16.