Common use of Limitation on Disposition of Stock or Assets of the Bank Clause in Contracts

Limitation on Disposition of Stock or Assets of the Bank. So long as any Securities remain outstanding, but subject to the provisions of Section 6.04, the Company shall not, nor shall it permit any Subsidiary of the Company to, sell, assign, transfer, grant a security interest in or otherwise dispose of any shares of, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Bank or of any Subsidiary of the Company which owns shares of, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Bank, nor will it permit the Bank to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Bank or to sell, lease or otherwise dispose of all or substantially all of its property, assets and business except that (a) the Company, any Subsidiary of the Company or the Bank, as the case may be, may make any such sale, assignment, transfer, grant of a security interest, lease or other disposition, or any such issuance, for fair market value on the date thereof, as determined by the Board of Directors of the Company (which determination shall be conclusive) and evidenced by a duly adopted Board Resolution, and (b) if, in the case of any sale, assignment, transfer, grant of a security interest or other disposition of shares of, or securities convertible into or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Bank or of any such Subsidiary, or in the case of any such issuance, after giving effect thereto (and assuming, for purposes of this clause (b), that all such convertible securities have been fully converted and all such options, warrants or rights have been fully exercised), the Company and any one or more Wholly-Owned Subsidiaries of the Company shall together own at least 80% of the Voting Stock of the Bank then issued and outstanding free and clear of any security interest. Notwithstanding the foregoing, and subject to provisions of Section 6.04, the Company may merge, consolidate or combine with the Bank or the Company and the Bank may merge, consolidate or combine with a third corporation.