Common use of Asset Dispositions and Mergers Clause in Contracts

Asset Dispositions and Mergers. Neither the Company nor any of its Subsidiaries shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets (or become contractually committed to do so), except the following: (a) The Company and any of its Subsidiaries may sell or otherwise dispose of (i) inventory in the ordinary course of business, (ii) tangible assets to be replaced in the ordinary course of business within 12 months by other tangible assets of equal or greater value, and (iii) tangible assets that are no longer used or useful in the business of the Company or such Subsidiary. (b) Any Subsidiary of the Company may merge, amalgamate or be liquidated or reorganized into the Company or any Wholly Owned Subsidiary of the Company so long as after giving effect to any such merger to which the Company or a Guarantor is a party the Company or (if the Company is not party thereto) a Guarantor shall be the surviving or resulting Person. (c) So long as immediately before and after giving effect thereto no Default exists, the Company may, in addition to transactions permitted under Section 6.10(a), sell or otherwise dispose of assets for fair value; provided, however, that the Company shall make any prepayments of the Loan required by Section 2.05 as a result of such Disposition. (d) So long as immediately before and after giving effect thereto no Default exists, the Company may sell or otherwise dispose of assets for fair market value so long as the fair market value of all items so sold or disposed of plus all items sold or disposed of pursuant to Section 6.10(a)(iii) shall not exceed $25,000,000 in any fiscal year. (e) Mergers constituting Investments permitted by Section 6.08(e). (f) [intentionally omitted]. (g) Transfers by the Company and its domestic Subsidiaries of foreign patents, foreign trademarks and other foreign assets to its Foreign Subsidiaries to the extent permitted by Section 6.08(h).

Asset Dispositions and Mergers. Neither the Company nor any of its Subsidiaries shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets (or become contractually committed to do so), except the following: (a) The Company and any of its Subsidiaries may sell or otherwise dispose of (i) inventory in the ordinary course of business, (ii) tangible assets to be replaced in the ordinary course of business within 12 months by other tangible assets of equal or greater value, and (iii) tangible assets that are no longer used or useful in the business of the Company or such Subsidiary. (b) Any Subsidiary of the Company may merge, amalgamate or be liquidated or reorganized into the Company or any Wholly Owned Subsidiary of the Company so long as after giving effect to any such merger to which the Company or a Guarantor is a party the Company or (if the Company is not party thereto) a Guarantor shall be the surviving or resulting Person. (c) So long as immediately before and after giving effect thereto no Default exists, the Company may, in addition to transactions permitted under Section 6.10(a), sell or otherwise dispose of assets for fair value; provided, however, that the Company shall make any prepayments of the Loan required by Section 2.05 as a result of such Disposition. (d) So long as immediately before and after giving effect thereto no Default exists, the Company may sell or otherwise dispose of assets for fair market value so long as the fair market value of all items so sold or disposed of plus all items sold or disposed of pursuant to Section 6.10(a)(iii) shall not exceed $25,000,000 in any fiscal year85,000,000. (ed) Mergers constituting Investments permitted by Section 6.08(e). (fe) [intentionally omitted]So long as immediately before and after giving effect thereto no Default exists, the Company and any of its Subsidiaries may lease Property to a third party in an aggregate amount for all such Dispositions made pursuant to this clause (e) (calculated at net book value at the time of such lease), taken together with the aggregate amount of all such Investments made pursuant to Section 6.08(f), not to exceed $100,000,000. (gf) Transfers by the Company and its domestic Subsidiaries of foreign patents, foreign trademarks and other foreign assets to its Foreign Subsidiaries to the extent permitted by Section 6.08(h).