Common use of Restrictions on Borrower Clause in Contracts

Restrictions on Borrower. The Borrower will not: 9.9.1 sell, assign, transfer, dispose of, or in any way part with control of, any share of capital stock of any Subsidiary except (A) to the extent, if any, required to qualify directors of such Subsidiary under any applicable law, or (B) to any Subsidiary; or 9.9.2 sell, assign, transfer, dispose of, or in any way part with control of, any Debt owing from any Subsidiary to the Borrower except to any Subsidiary; PROVIDED, HOWEVER, that all shares of capital stock of all classes, together with all Debt, of any Subsidiary owned by the Borrower and/or its other Subsidiaries may be sold for the fair market value thereof (as determined in good faith by the Board of Directors of the Borrower), as an entirety, if the Subsidiary whose shares of capital stock and Debt are so sold does not own any shares of capital stock or Debt of any other Subsidiary not being simultaneously disposed of as permitted by this proviso and if such sale is permitted by Section 9.7.3 hereof.

Appears in 1 contract

Sources: Revolving Credit Agreement (Barry R G Corp /Oh/)

Restrictions on Borrower. The Borrower will not: 9.9.1 sell, assign, transfer, dispose of, or in any way part with control of, any share of capital stock of any Subsidiary except (A) to the extent, if any, required to qualify directors of such Subsidiary under any applicable law, or (B) to any Subsidiary; or 9.9.2 sell, assign, transfer, dispose of, or in any way part with control of, any Debt owing from any Subsidiary to the Borrower except to any Subsidiary; PROVIDEDprovided, HOWEVERhowever, that all shares of capital stock of all classes, together with all Debt, of any Subsidiary owned by the Borrower and/or its other Subsidiaries may be sold for the fair market value thereof (as determined in good faith by the Board of Directors of the Borrower), as an entirety, if the Subsidiary whose shares of capital stock and Debt are so sold does not own any shares of capital stock or Debt of any other Subsidiary not being simultaneously disposed of as permitted by this proviso and if such sale is permitted by Section 9.7.3 hereof.

Appears in 1 contract

Sources: Revolving Credit Agreement (Barry R G Corp /Oh/)

Restrictions on Borrower. The Borrower will not: 9.9.1 9.13.1 sell, assign, transfer, dispose of, or in any way part with control of, any share of capital stock of any Subsidiary except (A) to the extent, if any, required to qualify directors of such Subsidiary under any applicable law, or (B) to any Subsidiary; or 9.9.2 9.13.2 sell, assign, transfer, dispose of, or in any way part with control of, any Debt owing from any Subsidiary to the Borrower except to any Subsidiary; PROVIDED, HOWEVER, that all shares of capital stock of all classes, together with all Debt, of any Subsidiary owned by the Borrower and/or its other Subsidiaries may be sold for the fair market value thereof (as determined in good faith by the Board of Directors of the Borrower), as an entirety, if the Subsidiary whose shares of capital stock and Debt are so sold does not own any shares of capital stock or Debt of any other Subsidiary not being simultaneously disposed of as permitted by this proviso and if such sale is permitted by Section 9.7.3 9.10.4 hereof.

Appears in 1 contract

Sources: Revolving Credit Agreement (Barry R G Corp /Oh/)