Common use of Restricted Subsidiaries Clause in Contracts

Restricted Subsidiaries. The Borrower will not hereafter designate any entity as a Restricted Subsidiary hereunder (and any such designation shall be without effect hereunder) unless: (i) The board of directors of the Borrower shall have duly adopted a resolution approving such designation, and the Bank shall have received a copy of such resolution certified by the secretary or assistant secretary of the company; (ii) Such entity satisfies the requirements of the definition of “Restricted Subsidiary” set forth in this Agreement; (iii) No Event of Default shall exist prior to, as a result of, or immediately after giving effect to, such designation; (iv) Immediately after such designation and including such entity in such determination, the Borrower shall be permitted to incur at least $1.00 of additional Funded Debt pursuant to the provisions of this Agreement; (v) Such entity shall have executed a Guaranty pursuant to the provisions of Section 3.2 hereof and obtained, if required by the Bank, an opinion of counsel reasonably satisfactory to it as to the due authorization, execution, and delivery of such Guaranty by such corporation; and (vi) The Borrower shall promptly, and in any event within seven (7) Business Days after such designation, give notice to the Bank of the fact of such designation, the name, jurisdiction of incorporation or organization, principal business address, and business of such newly-designated Restricted Subsidiary, and certifications as to and computations showing compliance with the requirements of this Section, and shall deliver to the Bank with such notice the Guaranty and counsel opinion, if any; provided, however, that, for the purposes of this Section, any computation of any financial covenant in connection with the determination of the absence of an Event of Default or the ability of the Borrower to incur Indebtedness after giving effect to the designation of a corporation as a Restricted Subsidiary shall be made on a pro forma basis, and, without limitation, shall include the Indebtedness of such corporation in any such computation for the relevant period in the case of any such designation and include the net income or EBITDA of such corporation in such computation in the case of any such designation. Notwithstanding the foregoing provisions of this Section, to the extent that a Subsidiary is not designated a Restricted Subsidiary within ninety (90) days after the day on which such Subsidiary becomes a Subsidiary of the Borrower, such Subsidiary shall be deemed to be an Unrestricted Subsidiary. Any designation of a Person as a Restricted Subsidiary shall be irrevocable.

Restricted Subsidiaries. The Borrower Company will not hereafter not: (a) designate any entity corporation as a Restricted Subsidiary hereunder (and any such designation shall be without effect hereunderhereunder unless it complies in all respects with this Section 9.22(a)) unless: (i) The board the Board of directors Directors of the Borrower Company shall have duly adopted a resolution approving such designation, and the Bank shall have received a copy of such resolution certified by the secretary or assistant secretary of the company; (ii) Such entity such corporation satisfies the requirements of paragraphs (a), (b), (c) and (d) of the definition of “"Restricted Subsidiary” set forth " in this AgreementSection 12.1 hereof; (iii) No no Default or Event of Default shall exist prior to, as a result of or immediately after giving effect to such designation; (iv) immediately after such designation and including such newly-designated Restricted Subsidiary in such determination, the Company shall be able to incur an additional $1.00 of Indebtedness under Section 9.20 hereof; and (v) the Company shall promptly, and in any event within seven (7) Business Days of such designation, give written notice to each Noteholder which is not an Institutional Investor or a holder of at least 5% in principal amount of the Notes at the time outstanding of the fact of such designation, the name, jurisdiction of incorporation, principal business address and business of such newly-designated Restricted Subsidiary, certifications as to and computations showing compliance with the requirements of this Section 9.22(a); (b) while any corporation remains designated a Restricted Subsidiary, permit such Restricted Subsidiary to merge into or consolidate with another Person, permit another Person to merge into or consolidate with it or sell, lease or otherwise dispose of all or substantially all of its assets other than as permitted by Sections 9.15 and 9.16 hereof; or (c) rescind the designation of any corporation as a Restricted Subsidiary (and any such rescission shall be without effect hereunder unless it complies in all respects with this Section 9.21(c)) unless: (i) the Board of Directors of the Company has duly adopted a resolution approving such rescission; (ii) no Default or Event of Default shall exist prior to, as a result of, or immediately after giving effect to, to such designationrescission; (iviii) Immediately immediately after such designation and including such entity in such determinationrescission, the Borrower Company shall be permitted to incur at least $1.00 of additional Funded Debt pursuant to Indebtedness without violating Section 9.20 hereof and make a Restricted Payment of at least $1.00 without violating Section 9.19 hereof; (iv) treating such rescission as a Sale of all of the provisions Assets of this Agreement;such Restricted Subsidiary, such rescission can be effected without violating Section 9.16 hereof; and (v) Such entity shall have executed a Guaranty pursuant to the provisions of Section 3.2 hereof and obtained, if required by the Bank, an opinion of counsel reasonably satisfactory to it as to the due authorization, execution, and delivery written notice of such Guaranty by such corporation; and (virescission containing computations showing compliance with this Section 9.22(c) The Borrower shall is promptly, and in any event case within seven (7) Business Days after of such designationrescission, give notice sent by the Company to the Bank each Noteholder which is not an Institutional Investor or a holder of at least 5% in principal amount of the fact of such designationNotes at the time outstanding; PROVIDED, the name, jurisdiction of incorporation or organization, principal business address, and business of such newly-designated Restricted Subsidiary, and certifications as to and computations showing compliance with the requirements of this Section, and shall deliver to the Bank with such notice the Guaranty and counsel opinion, if any; provided, howeverHOWEVER, that, for the purposes of this SectionSection 9.22, any computation of any financial covenant Consolidated Assets, Consolidated Current Assets, Consolidated Current Liabilities, Consolidated EBIT, Consolidated Funded Indebtedness, Consolidated Indebtedness, Consolidated Interest Expense, Consolidated Net Income (or Net Loss), Consolidated Net Worth, Consolidated Shareholders' Equity, Consolidated Tangible Assets and Cumulative Consolidated Net Income in connection with the determination of the absence of an a Default or Event of Default or the ability of the Borrower to incur Indebtedness after giving effect to the designation of a corporation as a Restricted Subsidiary or the rescission of any such designation shall be made on a pro pro-forma basis, andincluding the Assets, without limitationInvestments, shall include the Indebtedness Debts (including Indebtedness) and other relevant financial indicia of such corporation in any such computation for the any relevant period in the case of any such designation and include eliminating the net income or EBITDA Assets, Investments, Debts (including Indebtedness) and other relevant financial indicia of such corporation in any such computation for any relevant period in the case of any such designation. Notwithstanding the foregoing provisions of this Section, to the extent that a Subsidiary is not designated a Restricted Subsidiary within ninety (90) days after the day on which such Subsidiary becomes a Subsidiary of the Borrower, such Subsidiary shall be deemed to be an Unrestricted Subsidiary. Any designation of a Person as a Restricted Subsidiary shall be irrevocablerescission.

Restricted Subsidiaries. The Borrower will not hereafter designate any entity as a Restricted Subsidiary hereunder (and any such designation shall be without effect hereunder) unless: (i) The board of directors of the Borrower shall have duly adopted a resolution approving such designation, and the Bank shall have received a copy of such resolution certified by the secretary or assistant secretary of the company; (ii) Such entity satisfies the requirements of the definition of “Restricted Subsidiary” set forth in this Agreement; (iii) No Event of Default shall exist prior to, as a result of, or immediately after giving effect to, such designation; (iv) Immediately after such designation and including such entity in such determination, the Borrower shall be permitted to incur at least $1.00 of additional Funded Debt pursuant to the provisions of this Agreement; (v) Such entity shall have executed a Guaranty pursuant to the provisions of Section 3.2 hereof and obtained, if required by the Bank, an opinion of counsel reasonably satisfactory to it as to the due authorization, execution, and delivery of such Guaranty by such corporation; and (vi) The Borrower shall promptly, and in any event within seven (7) Business Days after such designation, give notice to the Bank of the fact of such designation, the name, jurisdiction of incorporation or organization, principal business address, address and business of such newly-designated Restricted Subsidiary, and certifications as to and computations showing compliance with the requirements of this Section, and shall deliver to the Bank with such notice the Guaranty and counsel opinion, if any; provided, however, that, for the purposes of this Section, any computation of any financial covenant in connection with the determination of the absence of an Event of Default or the ability of the Borrower to incur Indebtedness after giving effect to the designation of a corporation as a Restricted Subsidiary shall be made on a pro forma basis, and, without limitation, shall include the Indebtedness of such corporation in any such computation for the relevant period in the case of any such designation and include the net income or EBITDA of such corporation in such computation in the case of any such designation. Notwithstanding the foregoing provisions of this Section, to the extent that a Subsidiary is not designated a Restricted Subsidiary within ninety (90) days after the day on which such Subsidiary becomes a Subsidiary of the Borrower, such Subsidiary shall be deemed to be an Unrestricted Subsidiary. Any designation of a Person as a Restricted Subsidiary shall be irrevocable.

Restricted Subsidiaries. The Borrower will not hereafter designate any entity corporation as a Restricted Subsidiary hereunder (and any such designation shall be without effect hereunder) unless: (i) The board of directors of the Borrower shall have duly adopted a resolution approving such designation, and the Bank shall have received a copy of such resolution certified by the secretary or assistant secretary of the company; (ii) Such entity corporation satisfies the requirements of the definition of “"Restricted Subsidiary” " set forth in this Agreement; (iii) No Event of Default shall exist prior to, as a result of, or immediately after giving effect to, such designation; (iv) Immediately after such designation and including such entity corporation in such determination, the Borrower shall be permitted to incur at least $1.00 of additional Funded Debt pursuant to the provisions of this Agreement; (v) Such entity corporation shall have executed a Guaranty joinder agreement pursuant to the provisions of Section Subsection 3.2 hereof and obtained, if required by the Bank, an opinion of counsel reasonably satisfactory to it as to the due authorization, execution, and delivery of such Guaranty by such corporation; and (vi) The Borrower shall promptly, and in any event within seven (7) Business Days after such designation, give notice to the Bank of the fact of such designation, the name, jurisdiction of incorporation or organizationincorporation, principal business address, and business of such newly-designated Restricted Subsidiary, and certifications as to and computations showing compliance with the requirements of this SectionSubsection, and shall deliver to the Bank with such notice the Guaranty joinder agreement and counsel opinion, if any; provided, however, that, for the purposes of this SectionSubsection, any computation of any financial covenant in connection with the determination of the absence of an Event of Default or the ability of the Borrower to incur Indebtedness after giving effect to the designation of a corporation as a Restricted Subsidiary shall be made on a pro forma basis, and, without limitation, shall include the Indebtedness of such corporation in any such computation for the relevant period in the case of any such designation and include the net income or EBITDA net cash from operations of such corporation in such computation in the case of any such designation. Notwithstanding the foregoing provisions of this SectionSubsection, to the extent that a Subsidiary is not designated a Restricted Subsidiary within ninety (90) days after the day on which such Subsidiary becomes a Subsidiary of the Borrower, such Subsidiary shall be deemed to be an Unrestricted Subsidiary. Any designation of a Person as a Restricted Subsidiary shall be irrevocable.

Restricted Subsidiaries. The Borrower will Company shall not hereafter designate any entity Restricted Subsidiary as an Unrestricted Subsidiary, and shall not itself, and shall not permit any Restricted Subsidiary to, sell, convey, transfer or otherwise dispose of any assets, other than in the ordinary 112 October '97 Notes Indenture 114 course of business, to any Unrestricted Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of such transaction, unless, after giving effect to any such action, the assets (not including any assets so sold, conveyed, transferred or otherwise disposed of, other than in the ordinary course of business, to any Unrestricted Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of such transaction) and business of the Company and its remaining Restricted Subsidiaries generated at least 90% of Digital Mobile-SMR Operating Cash Flow in the fiscal quarter of the Company most recently completed prior to the date of such action. The Board of Directors may designate any existing Unrestricted Subsidiary or any Person that is about to become a Subsidiary of the Company as a Restricted Subsidiary hereunder (and any such designation shall be without effect hereunder) unless: (i) The board of directors of the Borrower shall have duly adopted a resolution approving such designationif, and the Bank shall have received a copy of such resolution certified by the secretary or assistant secretary of the company; (ii) Such entity satisfies the requirements of the definition of “Restricted Subsidiary” set forth in this Agreement; (iii) No Event of Default shall exist prior to, as a result of, or immediately after giving effect toto such action (and, such designation; (iv) Immediately after if such designation and including such entity in such determination, the Borrower shall be permitted to incur at least $1.00 of additional Funded Debt pursuant to the provisions of this Agreement; (v) Such entity shall have executed a Guaranty pursuant to the provisions of Section 3.2 hereof and obtained, if required by the Bank, an opinion of counsel reasonably satisfactory to it as to the due authorization, execution, and delivery of such Guaranty by such corporation; and (vi) The Borrower shall promptly, and in any event within seven (7) Business Days after such designation, give notice to the Bank of the fact of such designation, the name, jurisdiction of incorporation or organization, principal business address, and business of such newly-designated Restricted Subsidiary, and certifications as to and computations showing compliance with the requirements of this Section, and shall deliver to the Bank with such notice the Guaranty and counsel opinion, if any; provided, however, that, for the purposes of this Section, any computation of any financial covenant is made in connection with the determination acquisition of a Person or an operating business that is about to become a Subsidiary of the absence of an Event of Default or the ability of the Borrower to incur Indebtedness Company, after giving effect to the designation all terms of a corporation as a Restricted Subsidiary shall be made such acquisition) on a pro forma basis, andon the date of such action, the Debt, if any, of such Unrestricted Subsidiary or Person outstanding immediately prior to such designation would have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of this Indenture. Subject to the second preceding paragraph and compliance with Section 1009, the Board of Directors may designate any Restricted Subsidiary as an Unrestricted Subsidiary. The designation by the Board of Directors of a Restricted Subsidiary as an Unrestricted Subsidiary shall, for all purposes of Section 1009 (including clause (b) thereof), be deemed to be a Restricted Payment of an amount equal to the fair market value of the Company's ownership interest in such Subsidiary (including, without limitationduplication, shall include the Indebtedness such indirect ownership interest in all Subsidiaries of such corporation Subsidiary), as determined by the Board of Directors in any such computation for the relevant period in the case of any such designation good faith and include the net income or EBITDA of such corporation in such computation in the case of any such designationevidenced by a Board Resolution. Notwithstanding the foregoing provisions of this SectionSection 1010, to the extent that a Subsidiary is Board of Directors may not designated a Restricted Subsidiary within ninety (90) days after the day on which such Subsidiary becomes designate a Subsidiary of the BorrowerCompany to be an Unrestricted Subsidiary if, after such designation, (a) the Company or any of its other Restricted Subsidiaries (i) provides credit support for, or a Guarantee of, any Debt of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or 113 October '97 Notes Indenture 115 (ii) is directly or indirectly liable for any Debt of such Subsidiary, (b) a default with respect to any Debt of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity or (c) such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any Restricted Subsidiary which is not a Subsidiary of the Subsidiary to be so designated. The Board of Directors, from time to time, may designate any Person that is about to become a Subsidiary of the Company as an Unrestricted Subsidiary, and may designate any newly-created Subsidiary as an Unrestricted Subsidiary, if at the time such Subsidiary is created it contains no assets (other than such de minimis amount of assets then required by law for the formation of corporations) and no Debt. Subsidiaries of the Company that are not designated by the Board of Directors as Restricted or Unrestricted Subsidiaries shall be deemed to be Restricted Subsidiaries. Notwithstanding any provisions of this Section 1010, all Subsidiaries of an Unrestricted SubsidiarySubsidiary shall be Unrestricted Subsidiaries. Any The Board of Directors shall not change the designation of a Person as a Restricted Subsidiary shall be irrevocableof the Company more than twice in any period of five years.