Common use of Certain Obligations Respecting Subsidiaries Clause in Contracts

Certain Obligations Respecting Subsidiaries. (a) The Parent will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Parent and each of its Subsidiaries at all times owns all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries and the Capital Stock of Infinity not owned, directly or indirectly, by the Parent on the date of the consummation of the Infinity Acquisition). Without limiting the generality of the foregoing, but subject to the obligations of the Parent and its Subsidiaries under the Infinity Acquisition Documents, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent or any of its Subsidiaries), the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Documents.

Certain Obligations Respecting Subsidiaries. (a) The Parent Company will, and will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Parent Company and each of its Restricted Subsidiaries at all times owns all own (subject only to the Lien of the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of Capital Stock stock of each of such Person’s Restricted Subsidiaries (other than, in each case, Capital Stock the stock of Excluded Subsidiaries and which is subject to the Capital Stock Lien of Infinity not owned, directly or indirectly, by the Parent Pledge Agreement as is owned on the date hereof or, in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than Funding Co., 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the consummation Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Infinity AcquisitionSubsidiaries referred to above being herein called, a "PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, but subject to the obligations none of the Parent Company and its Restricted Subsidiaries under the Infinity Acquisition Documents, the Parent shall not, and shall not permit any of its Subsidiaries to, will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by themit, nor permit any Pledged Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock stock of any class whatsoever to any Person (other than to the Parent Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereofObligor). In the event that any such additional shares of Capital Stock shall be stock are issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent or any of its Subsidiaries)Pledged Subsidiary, the Parent respective Obligor agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security DocumentsPledge Agreement. The Company will not and will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than the Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Indenture included in the Canadian Forest Senior Subordinated Debt Documents and the Guarantee granted by Forest in relation thereto each as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan Documents (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness of the Company and its Restricted Subsidiaries, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property.

Certain Obligations Respecting Subsidiaries. (a) The Parent willBorrower will take such action, and will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that all new Restricted Subsidiaries are guarantors of the Parent Secured Obligations and each of its Subsidiaries at all times owns that all of the issued and outstanding shares of each class of Capital Stock of each Collateral of such Person’s Restricted Subsidiaries is subject to a valid and enforceable first (other thanor, in each casethe case of First Lien Note Priority Collateral, Capital Stock second) priority Lien securing the Secured Obligations, subject to no other Lien except in the case of Excluded Subsidiaries ABL Priority Collateral, Permitted Additional ABL Liens, and in the Capital Stock case of Infinity not ownedother Collateral, directly or indirectly, by the Parent on the date of the consummation of the Infinity Acquisition)Permitted Liens. Without limiting the generality of the foregoing, but subject to the obligations of the Parent and its Subsidiaries under the Infinity Acquisition Documents, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent Borrower or any of its SubsidiariesRestricted Subsidiaries shall form or acquire any new Restricted Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Parent agrees Borrower, contemporaneously with the formation or acquisition of such new Restricted Subsidiary: (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vi) hereofwill execute and deliver, and in shall cause the holders of any event subject equity interests not owned by the Borrower to clause (c) below) forthwith execute and deliver, such documents as shall be necessary to deliver cause all of the Capital Stock of such new Restricted Subsidiary to be duly pledged to the Administrative Collateral Agent pursuant under the First Lien Indenture and to execute a negative pledge in favor of the Agent with respect to such Capital Stock; (ii) will cause such new Restricted Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), and joinders to the Security Documents Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Restricted Subsidiary to be a guarantor of the certificates evidencing Secured Obligations and its Collateral to be pledged to secure such shares guaranty; (iii) will cause such new Restricted Subsidiary to deliver such proof of stockcorporate action, accompanied incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by undated stock powers executed in blank the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Closing Date or as well asthe Agent shall have reasonably requested, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall to take such other action as (x) the Administrative Agent shall request to perfect the Agent’s security interest in the Collateral of such new Restricted Subsidiary created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Loan Documents, and (y) the Collateral Agent shall request to perfect the Collateral Agent’s security interest in the Capital Stock pursuant to the First Lien Indenture; and (iv) if such new Restricted Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Restricted Subsidiary to comply with the provisions of Section 8.25 (Real Property).

Certain Obligations Respecting Subsidiaries. (a) The Parent willBorrower will take such action, and will cause each of its Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that Parent, Holdings and all U.S. Subsidiaries of the Parent Borrower are guarantors of the Secured Obligations and each of its Subsidiaries at all times owns that all of the issued equity and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries material assets (other than, in each case, Capital Stock of than Excluded Subsidiaries and the Capital Stock of Infinity not owned, directly or indirectly, by the Parent on the date Assets) of the consummation of Borrower and all Guarantors are subject to a first priority Lien securing the Infinity Acquisition)Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, but subject to in the obligations of event that the Parent and its Subsidiaries under the Infinity Acquisition Documents, the Parent shall not, and shall not permit Borrower or any of its Subsidiaries toshall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), sellthe Borrower, transfer contemporaneously with the formation or otherwise dispose acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any shares of stock in any Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) equity interests not owned by themthe Borrower to execute and deliver, nor permit any Subsidiary such documents as shall be necessary to cause all of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any Person new First-Tier Foreign Subsidiary of the Borrower to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Parent or to another Wholly-Owned Subsidiary or Borrower pursuant to Section 9.12 hereof). In 4.1 (Conditions to Initial Funding) upon the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, Closing Date or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent or any of its Subsidiaries), the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant shall have requested, and to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Loan Documents.

Certain Obligations Respecting Subsidiaries. (a) The Parent willBorrower will take such action, and will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that all new Restricted Subsidiaries are guarantors of the Parent Secured Obligations and each of its Subsidiaries at all times owns that all of the issued and outstanding shares of each class of Capital Stock of each Collateral of such Person’s Restricted Subsidiaries is subject to a valid and enforceable first (other thanor, in each casethe case of First Lien Note Priority Collateral, Capital Stock second) priority Lien securing the Secured Obligations, subject to no other Lien except in the case of Excluded Subsidiaries ABL Priority Collateral, Permitted Additional ABL Liens, and in the Capital Stock case of Infinity not ownedother Collateral, directly or indirectly, by the Parent on the date of the consummation of the Infinity Acquisition)Permitted Liens. Without limiting the generality of the foregoing, but subject to the obligations of the Parent and its Subsidiaries under the Infinity Acquisition Documents, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent Borrower or any of its SubsidiariesRestricted Subsidiaries shall form or acquire any new Restricted Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Parent agrees Borrower, contemporaneously with the formation or acquisition of such new Restricted Subsidiary: (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vi) hereofwill execute and deliver, and in shall cause the holders of any event subject equity interests not owned by the Borrower to clause (c) below) forthwith execute and deliver, such documents as shall be necessary to deliver cause all of the Capital Stock of such new Restricted Subsidiary to be duly pledged to the Administrative Collateral Agent pursuant under the First Lien Indenture and to execute a negative pledge in favor of the Agent with respect to such Capital Stock; (ii) will cause such new Restricted Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), and joinders to the Security Documents Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Restricted Subsidiary to be a guarantor of the certificates evidencing Secured Obligations and its Collateral to be pledged to secure such shares guaranty; (iii) will cause such new Restricted Subsidiary to deliver such proof of stockcorporate action, accompanied incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by undated stock powers executed in blank the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Closing Date or as well asthe Majority Lenders shall have reasonably requested, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall to take such other action as (x) the Administrative Majority Lenders shall request to perfect the Agent’s security interest in the Collateral of such new Restricted Subsidiary created pursuant to the Loan Documents, and (y) the Collateral Agent shall request to perfect the Collateral Agent’s security interest created therein (and in other property included as Collateral under the Security Documents) Capital Stock pursuant to the Security DocumentsFirst Lien Indenture; and (iv) if such new Restricted Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Restricted Subsidiary to comply with the provisions of Section 8.25 (Real Property).

Certain Obligations Respecting Subsidiaries. (a) The Parent willwill take such action, and will cause each of its Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that Parent, and all U.S. Subsidiaries (other than U.S. Subsidiaries that are Ventures) are guarantors of the Parent Secured Obligations and each of its Subsidiaries at all times owns that all of the issued equity and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries material assets (other than, in each case, Capital Stock of than Excluded Subsidiaries and the Capital Stock of Infinity not owned, directly or indirectly, by the Parent on the date Assets) of the consummation of Borrower and all Guarantors are subject to a first priority Lien securing the Infinity Acquisition)Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, but subject to the obligations of the Parent and its Subsidiaries under the Infinity Acquisition Documents, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent or any of its SubsidiariesSubsidiaries shall form or acquire any new Subsidiary (which it shall only do in compliance with the provisions of this Agreement), the Parent agrees applicable Loan Party (so long if any), contemporaneously with the formation or acquisition of such new Subsidiary: (a) will execute and deliver such documents as shall be necessary to cause (without duplication) all of the certificates evidencing such shares Capital Stock of stock are not subject any new Venture owned by GB Ventures or, prior to a lien permitted under Section 9.13(v) hereofconsummation of the Permitted Nuvectra Spinoff, QIG, and any new U.S. Subsidiary and one hundred percent (100%) of the non-voting Capital stock and sixty-six percent (66%) of the voting Capital Stock of each new First-Tier Foreign Subsidiary of such Loan Party, in any event subject each case to clause be duly pledged (on a first-priority perfected basis to the extent required by the Loan Documents) to secure the Secured Obligations; (b) will cause such new U.S. Subsidiary (other than a U.S. Subsidiary that is a Venture) to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary (other than a U.S. Subsidiary that is a Venture) to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (c) below) forthwith will cause such new Subsidiary Guarantor to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) on the Closing Date or as the Administrative Agent pursuant shall have requested, and to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall take such other action as the Administrative Agent shall reasonably request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new Subsidiary Guarantor so created therein (and in other property included as Collateral under the Security Documents) pursuant to the Loan Documents. For the avoidance of doubt, and without limiting the generality of the foregoing, if any Venture shall become a wholly-owned U.S. Subsidiary of Parent (except, in the case of any Venture owned by QIG, only after March 31, 2016 if the Permitted Nuvectra Spinoff has not occurred), Parent shall cause such wholly-owned U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security DocumentsAgreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such wholly-owned Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty.