Common use of Disposal of Assets or Subsidiary Stock Clause in Contracts

Disposal of Assets or Subsidiary Stock. Borrower will not and will not permit its Subsidiaries directly or indirectly to assign, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary; whether now owned or hereafter acquired, except for (i) bona fide sales of inventory to customers in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business, (ii) fair market value sales of Cash Equivalents, (iii) the Latel Real Estate Transaction and (iv, (iv) transfer of all or substantially all of the business or assets by a Subsidiary to another Subsidiary as permitted by Subsection 3.6, and (v) all other Asset Dispositions if the following conditions are met: (a) the aggregate market value of assets sold in any one transaction or series of related transaction for any calendar year does not exceed $2,000,000 for Borrower and its Subsidiaries; (b) the consideration received is at least equal to the fair market value of such assets; (c) the sole consideration received is cash; (d) after giving effect to such Asset Disposition, Borrower, on a consolidated basis with its Subsidiaries, is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (e) no Event of Default then exists or shall result from such Asset Disposition.

Disposal of Assets or Subsidiary Stock. (A) Neither Borrower will not and will not permit nor any of its Subsidiaries directly or indirectly to assignwill sell, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction), subleaselease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of grant any Person an option to acquire any such property, business or other equity interests in any Subsidiary; whether now owned or hereafter acquired, assets except for (ia) bona fide sales of inventory Inventory to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business, (ii) fair market value sales of Cash Equivalents, (iii) the Latel Real Estate Transaction business and (iv, (ivb) transfer of all or substantially all of the business or assets by a Subsidiary to another Subsidiary as permitted by Subsection 3.6, and (v) all other Asset Dispositions if all of the following conditions are metmet notwithstanding the prohibition set forth in subsection 7.6: (ai) the aggregate market value of assets sold or otherwise disposed of in any one transaction or series of related transaction for any calendar year Fiscal Year does not exceed $2,000,000 for Borrower and its Subsidiaries500,000; (bii) the consideration received is at least equal to the fair market value of such assets; (ciii) the sole consideration received is cash; (div) the Net Proceeds of such Asset Disposition are applied as required by subsection 2.4(C) (2); (v) after giving effect to such the sale or other disposition of the assets included within the Asset DispositionDisposition and the repayment of Indebtedness with the proceeds thereof, Borrower, on a consolidated basis with its Subsidiaries, Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 6 recomputed for the most recently ended fiscal quarter month for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (evi) no Default or Event of Default then exists or shall result from such Asset Dispositionsale or other disposition. (B) Except as permitted elsewhere in this Agreement, Borrower will not and will not permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of capital stock or other equity securities in Borrower or any such Subsidiary including warrants, rights or options to acquire shares or other equity securities of any of its Subsidiaries, except to Borrower or another Subsidiary of Borrower.

Disposal of Assets or Subsidiary Stock. Borrower will not and will -------------------------------------- not permit any of its Restricted Subsidiaries directly or indirectly to assign, to: convey, sell (includingsell, without limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction)lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary; of its Subsidiaries, whether now owned or hereafter acquired, except for (i) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business, ; (ii) fair market value sales of Cash Equivalents, ; (iii) the Latel Real Estate Transaction dispositions among Borrower, LA Unwired and (ivUnwired Telecom or by Texas Unwired to Borrower, LA Unwired or Unwired Telecom; (iv) transfer dispositions by LA Unwired of all or substantially all of Licenses not covering the business or assets by a Subsidiary to another Subsidiary as permitted by Subsection 3.6, Service Areas; and (v) all other Asset Dispositions if all of the following conditions are met: (a) the aggregate market value of assets sold in any one transaction or series of related transaction for any calendar year transactions does not exceed $2,000,000 250,000; (b) the aggregate market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (v) above inclusive) sold or otherwise disposed of in the immediately preceding 12-month period does not exceed $1,000,000 in the aggregate for Borrower and its Restricted Subsidiaries; (bc) the consideration received is at least equal to the fair market value of such assets; (cd) the sole consideration received is cash; (de) after giving effect to the sale or other disposition of such Asset Dispositionassets, Borrower, on a consolidated basis with its Subsidiariesthe Restricted Subsidiaries as set forth in Section 4, but excluding the Unrestricted Subsidiary, is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter month for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (ef) no Default or Event of Default then exists or shall result from such Asset Dispositionsale or other disposition.

Disposal of Assets or Subsidiary Stock. Borrower will not not, and will not permit its Subsidiaries any of the Loan Parties, directly or indirectly to assignindirectly, to: convey, sell (includingsell, without limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction)lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or any other equity interests Equity Interests in any Subsidiary; of the Loan Parties, whether now owned or hereafter acquired, except for for: (ia) bona fide sales of inventory to customers in the ordinary course Ordinary Course of business Business; (b) transfers of assets by, between or among Borrower and dispositions of obsolete equipment not used or useful the Affiliate Guarantors in the business, (ii) fair market value sales Ordinary Course of Cash Equivalents, (iii) the Latel Real Estate Transaction Business; and (ivc) Asset Dispositions, (iv) transfer of all or substantially if, but only if, all of the business or assets by a Subsidiary to another Subsidiary as permitted by Subsection 3.6, and (v) all other Asset Dispositions if the following conditions are met: (ai) the aggregate market value of total assets sold or otherwise disposed of in any one transaction or series fiscal year of related transaction for any calendar year does not exceed $2,000,000 for Borrower and its Subsidiaries, based on the sales price received therefor, does not exceed Five Hundred Thousand Dollars ($500,000); (bii) the consideration received sale or other disposition is at least equal made to the fair market value a Person which is other than an Affiliate of such assetsBorrower; (ciii) the sole consideration received is cashcash or property in which Agent, for its benefit and the ratable benefit of Lenders, has a first priority security interest (subject to Permitted Encumbrances); (div) the Net Proceeds of such Asset Disposition are applied in repayment of any Loans then outstanding until fully paid; (v) after giving effect to such the sale or other disposition of the assets included within the Asset DispositionDisposition and the repayment of Indebtedness with the proceeds thereof, Borrower, on a consolidated basis with its Subsidiaries, Borrower is in compliance on a pro forma basis with the covenants set forth in Section 4 4.2 recomputed on a pro forma basis using financial data for the most recently ended fiscal quarter month for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (evi) no Default or Event of Default then exists or shall result from such Asset Dispositionsale or other disposition.

Disposal of Assets or Subsidiary Stock. Borrower will not and will not permit its Subsidiaries directly or indirectly to assign, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary; whether now owned or hereafter acquired, except for (i) bona fide sales of inventory to customers in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business, (ii) fair market value sales of Cash Equivalents, (iii) the Latel Real Estate Transaction and (iv, (iv) transfer of all or substantially all of the business or assets by a Subsidiary to another Subsidiary as permitted by Subsection 3.6, and (v) all other Asset Dispositions if the following conditions are met: (a) the aggregate market value of assets sold in any one transaction or series of related transaction for any calendar year does not exceed $2,000,000 for Borrower and its Subsidiaries; (b) the consideration received is at least equal to the fair market value of such assets; (c) the sole consideration received is cash; (d) after giving effect to such Asset Disposition, Borrower, on a consolidated basis with its Subsidiaries, is in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (e) no Event of Default then exists or shall result from such Asset Disposition.

Disposal of Assets or Subsidiary Stock. Borrower The Company will not not, and will not permit its Subsidiaries any of the Loan Parties, directly or indirectly to assignindirectly, to: convey, sell (includingsell, without limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction)lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or any other equity interests Equity Interests in any Subsidiary; of the Loan Parties, whether now owned or hereafter acquired, except for for: (ia) bona fide sales of inventory to customers in the Ordinary Course of Business; (b) transfers of assets by, between or among the Company and the Affiliate Guarantors in the ordinary course of business and dispositions of obsolete equipment not used or useful in the business, (ii) fair market value sales of Cash Equivalents, (iii) the Latel Real Estate Transaction ; and (ivc) Asset Dispositions, (iv) transfer of all or substantially if, but only if, all of the business or assets by a Subsidiary to another Subsidiary as permitted by Subsection 3.6, and (v) all other Asset Dispositions if the following conditions are met: (ai) the aggregate market value of total assets sold or otherwise disposed of in any one transaction or series fiscal year of related transaction for any calendar year the Company and its Subsidiaries, based on the sales price received therefor, does not exceed $2,000,000 for Borrower and its Subsidiaries500,000; (bii) the consideration received sale or other disposition is at least equal made to a Person which is other than an Affiliate of the fair market value of such assetsCompany; (ciii) the sole consideration received is cashcash or property in which the Purchaser has a first priority security interest (subject to Permitted Liens); (div) the Net Proceeds of such Asset Disposition are applied in repayment of the Notes or the Senior Debt; (v) after giving effect to such the sale or other disposition of the assets included within the Asset DispositionDisposition and the repayment of Indebtedness with the proceeds thereof, Borrower, on a consolidated basis with its Subsidiaries, the Company is in compliance on a pro forma basis with the covenants set forth in Section 4 7.3 recomputed on a pro forma basis using financial data for the most recently ended fiscal quarter month for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (evi) no Default or Event of Default then exists or shall result from such Asset Disposition.sale or other disposition

Disposal of Assets or Subsidiary Stock. Borrower will not not, and will not permit any of its Subsidiaries to, directly or indirectly to assignindirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary; whether now owned or hereafter acquiredof its Subsidiaries, except for (i) bona fide sales or leases of inventory to customers in the ordinary course of business and business, dispositions of obsolete equipment not used or useful in the businessbusiness or otherwise obsolete and any sale, conveyance, lease, sublease, transfer or other disposition of assets of any of Borrower or its Subsidiaries to Borrower or any wholly owned Subsidiary; (ii) fair market value sales of Cash Equivalents, Equivalents or other Investments permitted by Subsection 3.3; (iii) leasing or subleasing of its property in the Latel Real Estate Transaction and (iv, ordinary course of business; (iv) transfer of all or substantially all of the business or assets by a Subsidiary to another Subsidiary as permitted by Subsection 3.6, and (v) all other Asset Dispositions if all of the following conditions are met: (a) the aggregate market book value of such assets sold in any one transaction or series of related transaction transactions (excluding the Wireless Sale) for any calendar year 12-month period does not exceed $2,000,000 20% of Consolidated Net Assets determined as of the end of the immediately preceding fiscal year in the aggregate for Borrower and its Subsidiaries; , (b) the consideration received by Borrower or such Subsidiary is at least equal to the fair market value of such assets; , (c) the sole consideration received is cash; cash or other assets (other than a note or other delayed payment transaction), (d) after giving effect to such the Asset Disposition, Borrower, on a combined and consolidated basis with its SubsidiariesSubsidiaries as set forth in Section 4, is are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement; , and (e) no Default or Event of Default then exists or shall would result from such the Asset Disposition; (v) the sale by Borrower or any Subsidiary of property and the subsequent lease, as lessee, of the same property, within 180 days following the acquisition or construction of such property, in an aggregate amount not to exceed $25,000,000; and (vi) an Asset Disposition if (a) the aggregate Net Proceeds of such assets disposed of under this clause (vii) does not exceed $100,000,000 from and after the Amendment Date, (b) the consideration received is at least equal to the fair market value of such assets, (c) the sole consideration received is cash or other assets (other than a note or other delayed payment transaction), (d) no Default or Event of Default then exists or would result from the Asset Disposition, (e) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (f) the proceeds from any sale under this clause (vi) are promptly used to repay the Term Loan pursuant to Subsection 1.7(C), provided that if at the time of such disposition under this clause (vi) Borrower’s Leverage Ratio is less than or equal to 2.2:1.0 for a disposition occurring on or before December 31, 2007 and less than or equal to 2.0:1.0 for a disposition occurring on or after January 1, 2008, Borrower may in lieu of repaying the Term Loan apply such proceeds to the acquisition of fixed assets or other property useful and intended to be used in the operation of the business of Borrower is Subsidiaries within 365 days of the date of sale of such assets, any remaining unapplied proceeds after such 365 days to be applied promptly to repay the Term Loan pursuant to Subsection 1.7(C).