Common use of Stock Transfers Clause in Contracts

Stock Transfers. (a) Except as permitted pursuant to Section 8.8(b), none of Borrower, any Subsidiary or any Portfolio Entity-50% shall (i) except for options, warrants or other rights to purchase Equity Interests in Borrower pursuant to plans or instruments described in Schedule 10.5(c) as amended from time to time with Majority Lenders' written consent and for Equity Interests in Borrower issued upon exercise thereof, (x) grant any option, warrant or other right to purchase any Equity Interest in Borrower, any Subsidiary or any Portfolio Entity-50% or (y) issue any other Equity Interests other than (subject to Section 7.15) upon its formation, or (ii) transfer any Equity Interests (whether its own or Equity Interests issued by any Person other than itself) without, in each case, the prior written consent of Majority Lenders. (b) Notwithstanding anything to the contrary contained herein, Borrower shall have the right to offer and sell equity Securities of Borrower under the following terms and conditions: (w) Borrower shall deliver notice to Agent, within twenty-four (24) hours of any filing with the SEC; (x) Borrower shall fully and timely comply with all Securities Laws and with all terms and provisions of the underwriting agreement pursuant to which such Securities are offered for sale; and (y) the prospectus and all other selling materials used by Borrower in such offering shall not contain any misstatement of material fact or omit to state any fact which would render the statements contained therein false or misleading.

Stock Transfers. (a) Except (i) as permitted pursuant to Section 8.8(b), none (ii) for the sale of BorrowerEquity Interests in a Subsidiary for fair market price, any Subsidiary the proceeds of which are distributed pursuant to Section 5.3 hereof, (iii) with respect to quotas issued to FirstCity Chile II in connection with direct and indirect contributions of capital from distributions or any Portfolio Entity-50% shall dividends from NPL Fund Two, Private Investment Fund, or (iiv) except for options, warrants or other rights to purchase Equity Interests in Borrower pursuant to plans or instruments described in Schedule 10.5(c) as amended from time to time with Majority Lenders' ’ written consent and for Equity Interests in Borrower issued upon exercise thereof, none of Borrower, any Subsidiary or any Portfolio entity-50% shall (x) grant any option, warrant or other right to purchase any Equity Interest in Borrower, any Subsidiary or any Portfolio Entity-50% or (y) issue any other Equity Interests other than (subject to Section 7.15) upon its formationInterests, or (ii) transfer any Equity Interests (whether its own or Equity Interests issued by any Person other than itself) without, in each case, the prior written consent of Majority Lenders. (b) Notwithstanding anything to the contrary contained herein, Borrower shall have the right to offer and sell equity Securities of Borrower under the following terms and conditions: (wx) Borrower shall deliver notice to Agent, within twenty-four (24) hours of any filing with the SEC; (xy) Borrower shall fully and timely comply with all Securities Laws and with all terms and provisions of the underwriting agreement pursuant to which such Securities are offered for sale; and (yz) the prospectus and all other selling materials used by Borrower in such offering shall not contain any misstatement of material fact or omit to state any fact which would render the statements contained therein false or misleading.

Stock Transfers. (a) Except (i) as permitted pursuant to Section 8.8(b), none (ii) for the sale of BorrowerEquity Interests in a Subsidiary for fair market price, any Subsidiary the proceeds of which are distributed pursuant to Section 5.3 hereof, (iii) with respect to quotas issued to FirstCity Chile II in connection with direct and indirect contributions of capital from distributions or any Portfolio Entity-50% shall dividends from NPL Fund Two, Private Investment Fund, or (iiv) except for options, warrants or other rights to purchase Equity Interests in a Borrower pursuant to plans or instruments described in Schedule 10.5(c) as amended from time to time with Majority Lenders' ’ written consent and for Equity Interests in a Borrower issued upon exercise thereof, none of any Borrower, any Subsidiary or any Portfolio entity-50% shall (x) grant any option, warrant or other right to purchase any Equity Interest in a Borrower, any Subsidiary or any Portfolio Entity-50% or (y) issue any other Equity Interests other than (subject to Section 7.15) upon its formationInterests, or (ii) transfer any Equity Interests (whether its own or Equity Interests issued by any Person other than itself) without, in each case, the prior written consent of Majority Lenders. (b) Notwithstanding anything to the contrary contained herein, each Borrower shall have the right to offer and sell equity Securities of such Borrower under the following terms and conditions: (wx) such Borrower shall deliver notice to Agent, within twenty-four (24) hours of any filing with the SEC; (xy) such Borrower shall fully and timely comply with all Securities Laws and with all terms and provisions of the underwriting agreement pursuant to which such Securities are offered for sale; and (yz) the prospectus and all other selling materials used by such Borrower in such offering shall not contain any misstatement of material fact or omit to state any fact which would render the statements contained therein false or misleading.

Stock Transfers. (a) Except as permitted pursuant to Section 8.8(b), none of Borrower, any Subsidiary Primary Obligor, any Mid-Tier Company, any Wholly-Owned Subsidiary, any REO-PFAL Affiliate or any Portfolio Entity-50% other Pledged Entity shall (i) except for options, warrants or other rights to purchase Equity Interests in the Borrower pursuant to plans or instruments described in Schedule 10.5(c) as amended from time to time with Majority Lenders' written consent and for Equity Interests in the Borrower issued upon exercise thereof, (x) grant any option, warrant or other right to purchase any Equity Interest in Borrower, any Primary Obligor, any Mid-Tier Company, any Wholly-Owned Subsidiary or any Portfolio Entity-50% other Pledged Entity or (y) issue any other Equity Interests other than than, in the case of a Secondary Obligor, (subject to Section 7.15) upon its formation, or (ii) transfer any Equity Interests (whether its own or Equity Interests issued by any Person other than itself) without, in each case, the prior written consent of Majority Lenders. (b) Notwithstanding anything to the contrary contained herein, Borrower shall have the right to register on Form S-3, and publicly offer and sell equity Securities of Borrower under the following terms and conditions: (w) Borrower shall deliver notice to Agent, within twenty-four (24) hours of any the filing with the SEC; (x) Borrower shall fully and timely comply with all Securities Laws and with all terms and provisions of the underwriting agreement pursuant to which such Securities are offered for sale; and (y) the prospectus and all other selling materials used by Borrower in such offering shall not contain any misstatement of material fact or omit to state any fact which would render the statements contained therein false or misleading, and (z) Borrower shall pay the proceeds of such offering to Agent, in accordance with the terms hereof.

Stock Transfers. (a) Except as permitted pursuant to Section 8.8(b), none of Borrower, any Subsidiary or any Portfolio Entity-50% shall (i) except for the ABL Options and common shares of ABL issued upon exercise thereof, and any options, warrants or other rights to purchase Equity Interests in Borrower pursuant to plans or instruments described in Schedule 10.5(c) as amended from time to time with Majority Lenders' ’ written consent and for Equity Interests in Borrower issued upon exercise thereof, (x) grant any option, warrant or other right to purchase any Equity Interest in Borrower, any Subsidiary or any Portfolio Entity-50% or (y) issue any other Equity Interests other than (subject to Section 7.15) upon its formationformation (or in the case of ABL, the 4% interest in common stock of ABL issued to Amresco SBA Holdings LLC on or about December 15, 2006, and 500,000 shares or additional preferred stock issued to FCBLC for a contribution of $5,000,000.00 on February 27, 2007), or (ii) transfer any Equity Interests (whether its own or Equity Interests issued by any Person other than itself) without, in each case, the prior written consent of Majority Lenders. (b) Notwithstanding anything to the contrary contained herein, Borrower shall have the right to offer and sell equity Securities of Borrower under the following terms and conditions: (w) Borrower shall deliver notice to Agent, within twenty-four (24) hours of any filing with the SEC; (x) Borrower shall fully and timely comply with all Securities Laws and with all terms and provisions of the underwriting agreement pursuant to which such Securities are offered for sale; and (y) the prospectus and all other selling materials used by Borrower in such offering shall not contain any misstatement of material fact or omit to state any fact which would render the statements contained therein false or misleading.

Stock Transfers. (a) Except as permitted pursuant to Section 8.8(b), none of Borrower, any Primary Obligor, any Mid-Tier Company, any Wholly-Owned Subsidiary or any Portfolio Entity-50% other Pledged Entity shall (i) except for options, warrants or other rights to purchase Equity Interests in the Borrower pursuant to plans or instruments described in Schedule 10.5(c) as amended from time to time with Majority Lenders' written consent and for Equity Interests in the Borrower issued upon exercise thereof, (x) grant any option, warrant or other right to purchase any Equity Interest in Borrower, any Primary Obligor, any Mid-Tier Company, any Wholly-Owned Subsidiary or any Portfolio Entity-50% other Pledged Entity or (y) issue any other Equity Interests other than than, in the case of a Secondary Obligor, (subject to Section 7.15) upon its formation, or (ii) transfer any Equity Interests (whether its own or Equity Interests issued by any Person other than itself) without, in each case, the prior written consent of Majority Lenders. (b) Notwithstanding anything to the contrary contained herein, Borrower shall have the right to register on Form S-3, and publicly offer and sell equity Securities of Borrower under the following terms and conditions: (w) Borrower shall deliver notice to Agent, within twenty-four (24) hours of any the filing with the SEC; (x) Borrower shall fully and timely comply with all Securities Laws and with all terms and provisions of the underwriting agreement pursuant to which such Securities are offered for sale; and (y) the prospectus and all other selling materials used by Borrower in such offering shall not contain any misstatement of material fact or omit to state any fact which would render the statements contained therein false or misleading, and (z) Borrower shall pay the proceeds of such offering to Agent, in accordance with the terms hereof.