Preferred Stock of Subsidiaries Clause Samples
The "Preferred Stock of Subsidiaries" clause defines the rules and limitations regarding the issuance or ownership of preferred stock by a company's subsidiaries. Typically, this clause restricts subsidiaries from issuing preferred shares without the parent company's consent or sets conditions under which such stock can be created, such as requiring board approval or limiting the amount issued. By establishing these controls, the clause helps the parent company maintain oversight over subsidiary financing decisions and prevents dilution of control or value, thereby protecting the interests of the parent and its stakeholders.
Preferred Stock of Subsidiaries. The Borrower will not permit any Subsidiary to issue or permit to remain outstanding any Preferred Stock unless such Preferred Stock is issued to and at all times owned and held by the Borrower or a Wholly–Owned Subsidiary.
Preferred Stock of Subsidiaries. The Company will not permit (a) any Subsidiary of the Company to issue any Preferred Stock, except for (i) Preferred Stock issued to the Company or a Wholly Owned Subsidiary and (ii) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Subsidiary, (B) such Person merges with or into a Subsidiary or (C) a Subsidiary merges with or into such Person; provided that such Preferred Stock referred to in clause (ii) above 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 Subsidiary) to acquire Preferred Stock of any Subsidiary from the Company or any Subsidiary, except, in the case of clause (a) or (b), upon the acquisition of all the outstanding Preferred Stock of such Subsidiary in accordance with the terms hereof.
Preferred Stock of Subsidiaries. Neither CCPR nor the Borrower will permit any of their respective Subsidiaries to issue or to permit to be outstanding any Preferred Stock.
Preferred Stock of Subsidiaries. (but excluding any accrued dividends); and (10) all Disqualified Equity Interests of such Person; provided, however, that notwithstanding the foregoing, Debt shall be deemed not to include (1) deferred or prepaid revenues, (2) any liability for federal, state, local or other taxes owed or owing to any governmental entity, (3) contingent obligations incurred in the ordinary course of business and not in respect of borrowed money or (4) any obligations with respect to insurance policies, annuities, guaranteed investment contracts and similar policies underwritten by an Insurance Subsidiary, in each case, in the ordinary course of business, and the obligations of any Person under Reinsurance Agreements; provided, further, that notwithstanding the foregoing, Debt shall not be deemed to include the following transactions: (a) mortgage-backed security transactions in which an investor sells mortgage collateral, such as securities issued by the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation, for delivery in the current month while simultaneously contracting to repurchase “substantially the same” (as determined by the Public Securities Association and GAAP) collateral for a later settlement, (b) transactions in which an investor lends 13 cash to a primary dealer and the primary dealer collateralizes the borrowing of the cash with certain securities, (c) transactions in which an investor lends securities to a primary dealer and the primary dealer collateralizes the borrowing of the securities with cash collateral, (d) transactions in which an investor makes loans of securities to a broker-dealer under an agreement requiring such loans to be continuously secured by cash collateral or United States government securities, (e) transactions structured as, and submitted to the NAIC Security Valuation Office for approval as, Replication (Synthetic Asset) Transactions (RSAT) (provided that, to the extent that such approval is not granted in respect of any such transaction, such transactions shall constitute an Incurrence of Debt 30 days following the date of such rejection, denial or non-approval) and (f) transactions in which a federal home loan mortgage bank (an “FHLMB”) makes loans to an Insurance Subsidiary, that are sufficiently secured by appropriate assets of such Insurance Subsidiary in accordance with the rules, regulations and guidelines of such FHLMB for its loan programs. The amount of Debt of any Person will be deemed t...
Preferred Stock of Subsidiaries. The Borrower will not permit any Subsidiary to issue Preferred Stock, any security convertible into Preferred Stock or options, warrants or rights to purchase Preferred Stock of any Subsidiary except shares held by the Borrower or a Wholly-Owned Subsidiary of the Borrower (other than any SPE) and shares of Preferred Stock held by others at the time such Subsidiary becomes a Subsidiary of the Borrower, provided that such shares of Preferred Stock are not issued or transferred by the Borrower or any Subsidiary to others in contemplation of, or in connection with, such Subsidiary becoming a Subsidiary.
Preferred Stock of Subsidiaries. The Borrowers will not permit any Subsidiary of QDI to issue Preferred Stock, any security convertible into Preferred Stock or options, warrants or rights to purchase Preferred Stock of any Subsidiaries of QDI except shares held by QDI or a WhollyOwned Subsidiary of QDI (other than any SPE) and shares of Preferred Stock held by others at the time such Subsidiary becomes a Subsidiary of QDI, provided that such shares of Preferred Stock are not issued or transferred by QDI or any Subsidiary to others in contemplation of, or in connection with, such Subsidiary becoming a Subsidiary.