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 Issuers (i) shall not, and shall not permit any Restricted Subsidiary of the Issuers to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Issuers to any Person (other than the Issuers or a Restricted Subsidiary of the Issuers), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10, and (ii) shall not permit any Restricted Subsidiary of the Issuers 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 Issuers or a Restricted Subsidiary of the Issuers; provided, however, the foregoing restrictions shall not apply to (A) Investments in the entities described under clause (o) of the definition of Permitted Investments; (B) 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 $1.0 million; or (C) a public offering of Equity Interests of Foamex Latin America which results in the net proceeds to Foamex Latin America of at least $15.0 million.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Issuers Issuer (i) shall not, and shall not permit any Restricted Subsidiary of the Issuers Issuer to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Issuers Issuer to any Person (other than the Issuers Issuer or a Restricted Subsidiary of the IssuersIssuer), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10, and (ii) shall not permit any Restricted Subsidiary of the Issuers 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 Issuers Issuer or a Restricted Subsidiary of the IssuersIssuer; provided, however, the foregoing restrictions shall not apply to to: (A) Investments in the entities described under clause (om) of the definition of Permitted Investments; or (B) 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 $1.0 million; or (C) a public offering of Equity Interests of Foamex Latin America which results in the net proceeds to Foamex Latin America of at least $15.0 5.0 million.

Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Issuers Issuer (i) shall not, and shall not permit any Restricted Subsidiary of the Issuers Issuer to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Issuers Issuer to any Person (other than the Issuers Issuer or a Restricted Subsidiary of the IssuersIssuer), unless (a) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10, and (ii) shall not permit any Restricted Subsidiary of the Issuers 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 Issuers Issuer or a Restricted Subsidiary of the IssuersIssuer; provided, however, the foregoing restrictions shall not apply to to: (A) Investments in the entities described under clause (om) of the definition of Permitted Investments; or (B) 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 $1.0 million; or (C) a public offering of Equity Interests of Foamex Latin America which results in the net proceeds to Foamex Latin America of at least $15.0 [5.0] million.