Activities of Subsidiaries. The Company will not organize or acquire any entity that is a subsidiary unless such subsidiary is wholly-owned (directly or indirectly) by the Company. The Company shall not permit any subsidiary to consolidate or merge into or with or sell or transfer all or substantially all its assets, except that any subsidiary may (i) consolidate or merge into or with or sell or transfer assets to any other subsidiary, or (ii) merge into or sell or transfer assets to the Company. The Company shall not sell or otherwise transfer any shares of capital stock of any subsidiary, except to the Company or another subsidiary, or permit any subsidiary to issue, sell or otherwise transfer any shares of its capital stock or the capital stock of any subsidiary, except to the Company or another subsidiary. The Company shall not permit any subsidiary to purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of its stock, except for dividends or other distributions payable to the Company or another subsidiary.
Activities of Subsidiaries. The Company shall not permit any subsidiary to consolidate or merge into or with or sell or transfer all or substantially all its assets, except that any subsidiary may (i) consolidate or merge into or with or sell or transfer assets to any other subsidiary, or (ii) merge into or sell or transfer assets to the Company. The Company shall not sell or otherwise transfer any shares of capital stock of any subsidiary, except to the Company or another subsidiary, or permit any subsidiary to issue, sell or otherwise transfer any shares of its capital stock or the capital stock of any subsidiary, except to the Company or another subsidiary. The Company shall not permit any subsidiary to purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of its stock, except for dividends or other distributions payable to the Company or another subsidiary.
Activities of Subsidiaries. Unless approved by a majority of the outstanding Preferred Shares, the Company will not organize or acquire any entity that is a Subsidiary unless such Subsidiary is wholly-owned (directly or indirectly) by the Company. Unless approved by a majority of the outstanding Preferred Shares, the Company shall not sell or otherwise transfer any shares of capital stock of any Subsidiary, except to the Company or another Subsidiary, or permit any Subsidiary to issue, sell or otherwise transfer any shares of its capital stock or the capital stock of any Subsidiary, except to the Company or another Subsidiary. Unless approved by a majority of the outstanding Preferred Shares, the Company shall not permit any Subsidiary to purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of its stock, except for dividends or other distributions payable to the Company or another Subsidiary.
Activities of Subsidiaries. 23 Section 5.18 Compliance with Laws .................................. 24 Section 5.19 Keeping of Records and Books of Account ............... 24 Section 5.20 Change in Nature of Business .......................... 24 Section 5.21 Rule 144A Information ................................. 24 Section 5.22 Compensation and Audit Committees ..................... 24 Section 5.23
Activities of Subsidiaries. Without the consent of the Company's Board of Directors, the Company shall not permit any of its Subsidiaries to consolidate or merge into or with or sell or transfer all or substantially all its assets, except that any of its Subsidiaries may (i) consolidate or merge into or with or sell or transfer assets to any other Subsidiary or (ii) merge into or sell or transfer assets to the Company. The Company shall not sell or otherwise transfer any shares of capital stock of any of its Subsidiaries, except to the Company or another of the Company's Subsidiaries, or permit any of its Subsidiaries to issue, sell or otherwise transfer any shares of its capital stock or the capital stock of any of its Subsidiaries, except to the Company or another of its Subsidiaries. The Company shall not permit any of its Subsidiaries to purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of its stock, except for dividends or other distributions payable to the Company or another of its Subsidiaries.
Activities of Subsidiaries. 18 SECTION 6.19
Activities of Subsidiaries. The Company will not organize or acquire any entity that is a subsidiary unless such subsidiary is wholly-owned (directly or indirectly) by the Company (other than qualifying shares owned by nominees to the extent required by the jurisdiction in which such subsidiary shall be domiciled) without the approval of a majority vote of the Board of Directors which majority must include at least one director elected solely by the holders of Preferred Stock. The Company shall not permit any subsidiary to consolidate or merge into or with or sell or transfer all or substantially all its assets, except that any subsidiary may (i) consolidate or merge into or with or sell or transfer assets to any other subsidiary, or (ii) merge into or sell or transfer assets to the Company. The Company shall not sell or otherwise transfer any shares of capital stock of any subsidiary, except to the Company or another subsidiary, or permit any subsidiary to issue, sell or otherwise transfer any shares of its capital stock or the capital stock of any subsidiary, except to the Company or another subsidiary. The Company shall not permit any subsidiary to purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of its stock, except for dividends or other distributions payable to the Company or another subsidiary.
Activities of Subsidiaries. During the period prior to the Closing Date, Xxxxxxx shall cause each of JV Entity, Xxxxxx Intermediate and Xxxxxx Merger Co. to refrain from engaging in any trade or business other than as contemplated by the Xxxxxx Merger Agreement; provided, however, that the indirect and direct ownership by JV Entity and Xxxxxx Intermediate, respectively, of equity interests in the Company and such entities’ management of the Company in connection therewith shall not be deemed to violate this Section 8.7.
Activities of Subsidiaries. Without the unanimous consent of -------------------------- the Company's Board of Directors (or unanimous consent of a special committee of the Board of Directors appointed by unanimous consent of the whole Board of Directors): (i) the Company shall not permit any subsidiary to consolidate or merge into or with or sell or transfer all or substantially all its assets, except that any wholly-owned subsidiary may (A) consolidate or merge into or with or sell or transfer assets to any other wholly-owned subsidiary, or (B) merge into or sell or transfer assets to the Company; (ii) the Company shall not sell or otherwise transfer any shares of capital stock of any subsidiary, except to the Company or any wholly-owned subsidiary, or permit any subsidiary to issue, sell or otherwise transfer any shares of its capital stock or the capital stock of any subsidiary, except to the Company or any wholly-owned subsidiary; or (iii) the Company shall not permit any subsidiary to purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of its stock, except for dividends or other distributions payable to the Company or any wholly-owned subsidiary.
Activities of Subsidiaries. 17 SECTION 5.18 Compliance with Laws . . . . . . . . . . . . . . . . . . . 18 SECTION 5.19 Keeping of Records and Books of Account . . . . . . . . . . 18 SECTION 5.20 Change in Nature of Business . . . . . . . . . . . . . . . 18 SECTION 5.21 U.S. Real Property Interest Statement . . . . . . . . . . . 18 SECTION 5.22
