Common use of Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries Clause in Contracts

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Issuer (i) shall not, and shall not permit any Restricted Subsidiary of the Issuer to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Issuer to any Person (other than the Issuer or a Restricted Subsidiary of the Issuer), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary (provided that minority interests in any such Capital Stock may be retained if necessary, in the determination of the Board of Directors, to facilitate such transfer, conveyance, sale, lease or other disposition), and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with any applicable provisions of Section 3.09 or Section 4.10 hereof, and (ii) shall not permit any Restricted Subsidiary of the Issuer to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors' qualifying shares) to any Person other than to the Issuer or a Restricted Subsidiary of the Issuer; provided, however, that the foregoing restrictions shall not apply to transfers, conveyances, sales, leases or other dispositions (collectively "dispositions") of any Capital Stock of any Restricted Subsidiary that have a fair market value at the time of such disposition of less than $5 million.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Issuer (i) shall not, and shall not permit any Restricted Subsidiary of the Issuer to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Issuer to any Person (other than the Issuer or a Restricted Subsidiary of the Issuer), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary (provided that minority interests in any such Capital Stock may be retained if necessary, in the determination of the Board of Directors, to facilitate such transfer, conveyance, sale, lease or other disposition), and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with any applicable provisions of Section 3.09 or Section 4.10 hereof, and (ii) except as provided in an IPP Sale Agreement, shall not permit any Restricted Subsidiary of the Issuer to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors' qualifying shares) to any Person other than to the Issuer or a Restricted Subsidiary of the Issuer; provided, however, that the foregoing restrictions shall not apply to transfers, conveyances, sales, leases or other dispositions (collectively "dispositions") of any Capital Stock of any Restricted Subsidiary that have a fair market value at the time of such disposition of less than $5 million.