Limitation on Subsidiary Preferred Stock. The Company will not permit (a) any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (i) Preferred Stock issued, sold or transferred to the Company or a Wholly Owned Restricted Subsidiary, (ii) Permitted Subsidiary Preferred Stock, and (iii) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary; (B) such Person merges with or into a Restricted Subsidiary; or (C) a Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C) or (b) any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock (other than Permitted Subsidiary Preferred Stock) of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except, in the case of clause (a) or (b), upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
Appears in 4 contracts
Sources: Indenture (Uag Connecticut I LLC), Indenture (Atlantic Auto Funding Corp), Indenture (HBL LLC)
Limitation on Subsidiary Preferred Stock. The Company will not permit (a) any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (i) Preferred Stock issuedissued or sold to, sold held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, and (ii) Permitted Subsidiary Preferred Stock, and (iii) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary; , (B) such Person merges with or into a Restricted Subsidiary; Subsidiary or (C) a Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C) or (b) any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock (other than Permitted Subsidiary Preferred Stock) of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except, in the case of clause (a) or (b), upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
Appears in 2 contracts
Sources: Exhibit (Autobahn Inc), Exhibit (Sonic Automotive Inc)
Limitation on Subsidiary Preferred Stock. (a) The Company will not permit (a) any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (i1) Preferred Stock issuedissued or sold to, sold held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, (ii) Permitted Subsidiary Preferred Stock, and (iii2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary; , (B) such Person merges with or into a Restricted Subsidiary; Subsidiary or (C) a Restricted Subsidiary merges with or into such Person; provided PROVIDED that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C) or (b) any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock (other than Permitted Subsidiary Preferred Stock) of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except, in the case of clause ). This paragraph (a) or (b), shall not apply upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
(b) The Company will not permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
Appears in 1 contract
Sources: Exhibit (Brooks Pharmacy, Inc.)
Limitation on Subsidiary Preferred Stock. (a) The Company will not permit (a) any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (i1) Preferred Stock issuedissued or sold to, sold held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, (ii) Permitted Subsidiary Preferred Stock, and (iii2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary; , (B) such Person consolidates or merges with or into a Restricted Subsidiary; Subsidiary or (C) a Restricted Subsidiary consolidates or merges with or into such Personperson; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C). This clause (a) or shall not apply upon the acquisition by a third party of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
(b) The Company will not permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock (other than Permitted Subsidiary Preferred Stock) of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except, in the case of clause (a) or (b), except upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture (Central Credit, LLC)
Limitation on Subsidiary Preferred Stock. (a) The Company will not permit (a) any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (i1) Preferred Stock issuedissued or sold to, sold held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, (ii) Permitted Subsidiary Preferred Stock, and (iii2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary; , (B) such Person merges with or into a Restricted Subsidiary; Subsidiary or (C) a Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C) or (b) any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock (other than Permitted Subsidiary Preferred Stock) of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except, in the case of ). This clause (a) or (b), shall not apply upon the acquisition of all the outstanding Capital Preferred Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
(b) The Company will not permit any Person (other than the Company or a Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Preferred Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Winn Dixie Stores Inc)
Limitation on Subsidiary Preferred Stock. The Company will not permit (a) any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (i) Preferred Stock issuedissued or sold to, sold held by or transferred to the Company or a Wholly Wholly-Owned Restricted Subsidiary, and (ii) Permitted Subsidiary Preferred Stock, and (iii) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary; , (B) such Person merges with or into a Restricted Subsidiary; Subsidiary or (C) a Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C) or (b) any Person (other than the Company or a Wholly Wholly-Owned Restricted Subsidiary) to acquire Preferred Stock (other than Permitted Subsidiary Preferred Stock) of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except, in the case of clause (a) or (b), or upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
Appears in 1 contract
Limitation on Subsidiary Preferred Stock. (a) The Company will not permit (a) any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred StockStock of such Restricted Subsidiary, except for (i1) Preferred Stock issuedissued or sold to, sold held by or transferred to the Company or a Wholly Owned Restricted Subsidiary, (ii) Permitted Subsidiary Preferred Stock, and (iii2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary; , (B) such Person consolidates or merges with or into the Company or a Restricted Subsidiary; Subsidiary or (C) a Restricted Subsidiary consolidates or merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C) or (b) any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock (other than Permitted Subsidiary Preferred Stock) of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except, in the case of ). This clause (a) or (b), shall not apply upon the acquisition by a third party of all the outstanding Capital Preferred Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
(b) The Company will not permit any Person (other than the Company or a Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Preferred Stock of such Restricted Subsidiary in accordance with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture (Oxford Industries Inc)