Common use of The Parent Clause in Contracts

The Parent. As of the date hereof, the authorized capital stock of the Parent consists of 300,000,000 shares of Parent Common Stock, par value $.50 per share, and 5,000,000 shares of preferred stock, par value $.50 per share ("Parent Preferred Stock"). At the close of business on May 29, 1998, (A) 122,341,004 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights, (B) 850,328 shares of Parent Common Stock were held in the treasury of the Parent, and (C) 12,576,826 shares of Parent Common Stock were reserved for future issuance pursuant to stock option arrangements of the Parent (collectively, the "Parent Stock Option Plans"), of which 3,512,826 shares were reserved for future issuance under stock options granted as of May 29, 1998. The Parent Stock Option Plans are the only benefit plans of the Parent or its Subsidiaries under which any securities of the Parent or any of its Subsidiaries are issuable. No shares of Parent Preferred Stock are outstanding. As of the date of this Agreement, except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except for stock options covering not in excess of 3,512,826 shares of Parent Common Stock issued under the Parent Stock Option Plans (collectively, the "Parent Stock Options"), there are no options, warrants, calls, rights or agreements to which the Parent or any of its Subsidiaries is a party or by which any of them is bound obligating the Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Parent or any of its Subsidiaries or obligating the Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of the Parent that is a corporation is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Parent or another Subsidiary of the Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. The Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Parent on any matter.

The Parent. As (i) During the Suspension Period, if the Parent receives Net Cash Equity Issuance Proceeds from any Equity Issuance (other than Equity Issuances in accordance with the terms of §10.14.(b)(i)), the Borrower shall pay to the Administrative Agent, for the respective accounts of the date hereofLenders as provided in §4.6, an amount equal to fifty percent (50%) of such Net Cash Equity Issuance Proceeds, such amount to be applied to prepay the authorized capital stock Loans in the manner set forth in §4.6; provided however, so long as (A) no Event of Default has occurred and is continuing and the Parent is in good faith pursuing the redemption or purchase of either (I) Parent Preferred Stock, or (II) Common Stock, and (B) such purchase or redemption of the Parent consists Preferred Stock or Common Stock is consummated within 180 days after any such Equity Issuance, the Parent may use the Net Cash Equity Issuance Proceeds to redeem or purchase the Parent Preferred Stock or Common Stock within 180 days after such Equity Issuance (and such portion so timely used will not be required to be prepaid hereunder), so long as in each case, if the Parent uses less than 100% of 300,000,000 shares any such Net Cash Equity Issuance Proceeds for the purchase or redemption of Parent its Common Stock, par value $.50 per share, and 5,000,000 shares of preferred stock, par value $.50 per share ("Stock or Parent Preferred Stock"), the Parent must cause the Borrower to immediately prepay the Loans by an amount equal to 50% of that portion that is not used to redeem or repurchase the Parent Preferred Stock or Common Stock. At The Borrower and the close Parent shall in any event comply with the terms of business on May 29§4.7. (ii) After the Revert Date, 1998if the Parent receives Net Cash Equity Issuance Proceeds from any Equity Issuance and as of the last day of the fiscal quarter ended immediately prior to the date of such Equity Issuance, the Total Leverage Ratio is equal to or greater than 6:00:1:00, the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders as provided in §4.6 an amount equal to the lesser of (Aa) 122,341,004 shares fifty percent (50%) of Parent Common Stock were issued and outstandingsuch Net Cash Equity Issuance Proceeds or (b) that amount necessary to reduce the Total Leverage Ratio to 6.00:1.00 after giving effect to such prepayment, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights, (B) 850,328 shares of Parent Common Stock were held such amount to be applied to prepay the Loans in the treasury manner set forth in §4.5; provided, however, that the Borrower shall not be required to prepay the Loans under this §4.3(b)(ii) with Net Cash Equity Issuance Proceeds from an Equity Issuance permitted by §10.14(b)(i); and provided, further, that the Borrower may apply all or any portion of Net Cash Equity Issuance Proceeds which the Parent, the Borrower or any Subsidiary may receive from Equity Issuances to finance Permitted Acquisitions, so long as (i) within ninety (90) days of receipt by such Person of such Net Cash Equity Issuance Proceeds, the Borrower identifies to the Administrative Agent in writing an acquisition permitted under §10.5.1 which will be financed with such proceeds, and (Cii) 12,576,826 shares within three hundred sixty-five (365) days of Parent Common Stock were reserved for future issuance pursuant to stock option arrangements receipt of the Parent (collectivelysuch Net Cash Equity Issuance Proceeds, the "Parent Stock Option Plans"), Borrower consummates such Permitted Acquisition with all or a portion of which 3,512,826 shares were reserved for future issuance under stock options granted as of May 29, 1998such Net Cash Equity Issuance Proceeds. The Parent Stock Option Plans are and the only benefit plans of the Parent or its Subsidiaries under which Borrower shall in any securities of the Parent or any of its Subsidiaries are issuable. No shares of Parent Preferred Stock are outstanding. As of the date of this Agreement, except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except for stock options covering not in excess of 3,512,826 shares of Parent Common Stock issued under the Parent Stock Option Plans (collectively, the "Parent Stock Options"), there are no options, warrants, calls, rights or agreements to which the Parent or any of its Subsidiaries is a party or by which any of them is bound obligating the Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Parent or any of its Subsidiaries or obligating the Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of the Parent that is a corporation is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Parent or another Subsidiary of the Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. The Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) event comply with the stockholders terms of the Parent on any matter§4.7.