Common use of Disposal of Subsidiary Stock Clause in Contracts

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned by the Borrower or its Subsidiaries, in each case in compliance with the provisions of Section 6.03 hereof, Borrower shall not directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a Subsidiary Loan Party, or to qualify directors if required by applicable law.

Appears in 4 contracts

Sources: Credit Agreement (Afc Enterprises Inc), Credit Agreement (Afc Enterprises Inc), Credit Agreement (Afc Enterprises Inc)

Disposal of Subsidiary Stock. Except for as permitted pursuant to subsection 7.7(i), (iii) or (iv), neither Holdings nor any sale of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned by the Borrower or its Subsidiaries, in each case in compliance with the provisions of Section 6.03 hereof, Borrower shall not Subsidiaries shall: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors or funeral directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a another domestic Wholly Owned Subsidiary Loan Partyof Borrower, or to qualify directors or funeral directors if required by applicable law.

Appears in 2 contracts

Sources: Credit Agreement (Rose Hills Co), Credit Agreement (Prime Succession Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7, Borrower shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a another wholly-owned domestic Subsidiary Loan Partyof Borrower, or to qualify directors if required by applicable law.

Appears in 2 contracts

Sources: Credit Agreement (Winsloew Furniture Inc), Credit Agreement (Winsloew Furniture Inc)

Disposal of Subsidiary Stock. Except for (x) any sale of any Regulatory Shares pledge or all encumbrance of the Capital Stock of a Subsidiary owned by any of its Subsidiaries required under this Agreement and the Borrower or applicable Collateral Documents and (y) any sale of 100% of the Capital Stock of any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(i), Borrower shall not directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, another wholly owned Subsidiary of Borrower that is a Subsidiary Loan PartyGuarantor, or to qualify directors if required by applicable law.

Appears in 2 contracts

Sources: Credit Agreement (Isle of Capri Casinos Inc), Credit Agreement (Isle of Capri Casinos Inc)

Disposal of Subsidiary Stock. Except pursuant to the Collateral Documents and except for any sale of any Regulatory Shares or all of the Capital Stock capital stock or other equity Securities of a Subsidiary any of its Subsidiaries owned by the any Borrower or and its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(iv), each Borrower shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 2 contracts

Sources: Credit Agreement (Hines Holdings Inc), Credit Agreement (Hines Horticulture Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofclauses (i), (iv), (vi), and (x) of subsection 7.7, Borrower shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a another wholly-owned domestic Subsidiary Loan Partyof Borrower, or to qualify directors if required by applicable law.

Appears in 2 contracts

Sources: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)

Disposal of Subsidiary Stock. Except pursuant to the Collateral Documents and except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(i) or (iv), no Borrower shall not shall: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 2 contracts

Sources: Credit Agreement (Goss Graphic Systems Inc), Credit Agreement (Goss Graphic Systems Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(v), Borrower Company shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 2 contracts

Sources: Revolving Loan Credit Agreement (Amscan Holdings Inc), Credit Agreement (Mitel Corp)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofclauses (i), (iv), (vi), and (vii) of subsection 7.7, Borrower shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a another wholly-owned domestic Subsidiary Loan Partyof Borrower, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Integrated Defense Technologies Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or its Subsidiaries, in each case any of their Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7 and any pledge permitted under subsection 7.2, Borrower and Holdings shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its their Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its their Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its their Subsidiaries (including such Subsidiary), except to Holdings or Borrower, a another Subsidiary Loan Partyof Holdings or Borrower, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (La Quinta Properties Inc)

Disposal of Subsidiary Stock. Except pursuant to the Collateral Documents and except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(i) or (vi), Borrower Company shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors or members if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Digitas Inc)

Disposal of Subsidiary Stock. Except pursuant to the Collateral Documents and except for any sale or other disposition of 100% of the capital stock or other equity Securities of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned by the Borrower or its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7, Borrower Company shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Sunrise Medical Inc)

Disposal of Subsidiary Stock. Except for Exce▇▇ ▇or any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(vi), Borrower Holdings shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except (x) to Borrower, a Borrower or another Subsidiary Loan Party, of Holdings (subject to the restrictions on such disposition otherwise imposed hereinunder) or (y) to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Dominos Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned by the Borrower or its Subsidiaries, in each case in compliance with the provisions of Section 6.03 9.3 hereof, Borrower shall not directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a Subsidiary Loan PartyGuarantor, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Afc Enterprises Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(vi), Borrower Holdings shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Holdings (subject to the restrictions on such disposition otherwise imposed hereinunder), or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Sealy Corp)

Disposal of Subsidiary Stock. Except for Company will not, and will not permit any sale of any Regulatory Shares or all of the Capital Stock of a Subsidiary owned its Subsidiaries to (except as permitted by the Borrower or its Subsidiaries, in each case in compliance with the provisions of Section 6.03 hereof, Borrower shall not subsection 6.7); A. directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities of (or warrants, rights or options to acquire shares or other equity securities of) any of its Subsidiaries, except to qualify directors if required by applicable law; or or B. permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities of (or warrants, rights or options to acquire shares or other securities of) any of its Subsidiaries (including such Subsidiary)Sub- sidiaries, except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Danaher Corp /De/)

Disposal of Subsidiary Stock. Except pursuant to the Collateral Documents and except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(iv), each Borrower shall not not: 136 (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Hines Holdings Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofclauses (i), (iv), (vi) and (vii) of subsection 7.7, Borrower shall not directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, another wholly owned Domestic Subsidiary of Borrower that is a Subsidiary Loan PartyGuarantor, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Lodgenet Entertainment Corp)

Disposal of Subsidiary Stock. Except pursuant to the Collateral Documents and except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(iv) or 7.7(v), Borrower Company shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Wholly-Owned Subsidiary Loan PartyGuarantor, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Katy Industries Inc)

Disposal of Subsidiary Stock. Except pursuant to the Collateral Documents and except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsections 7.7(iv) and 7.7(vi), Borrower shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a Subsidiary Loan Partyanother wholly-owned Guarantor, or to qualify directors if required by applicable law.. 132

Appears in 1 contract

Sources: Credit Agreement (Joy Global Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or its Subsidiaries, in each case any of Company's Subsidiaries in compliance with the provisions of Section 6.03 hereof7.2(e), Borrower the Loan Parties shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Note Purchase Agreement (Directed Electronics, Inc.)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a any Subsidiary owned by the Borrower or its Subsidiaries, in each case of Company in compliance with the provisions of Section 6.03 hereofsubsection 7.7(v), Borrower shall not neither Holdings nor Company shall: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Partyof Company, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Wec Co)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(vi), Borrower Holdings shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries (including such Subsidiary), except (x) to Borrower, a Company or another Subsidiary Loan Party, of Holdings (subject to the restrictions on such disposition otherwise imposed hereinunder) or (y) to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Dominos Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofclauses (i), (iv), (vi) and (vii) of subsection 7.7, Borrower shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity securities of any of its Subsidiaries (including such Subsidiary), except to Borrower, a another wholly-owned domestic Subsidiary Loan Partyof Borrower, or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Vertex Aerospace Inc)

Disposal of Subsidiary Stock. Except for any sale of any Regulatory Shares or all 100% of the Capital Stock capital stock or other equity Securities of a Subsidiary owned by the Borrower or any of its Subsidiaries, in each case Subsidiaries in compliance with the provisions of Section 6.03 hereofsubsection 7.7(v), Borrower Company shall not not: (i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or or (ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock capital stock or other equity securities Securities of any of its their respective Subsidiaries (including such Subsidiary), except to BorrowerCompany, a another Subsidiary Loan Party, of Company or to qualify directors if required by applicable law.

Appears in 1 contract

Sources: Credit Agreement (Arterial Vascular Engineering Inc)