Common use of Mergers; Consolidations; Asset Sales Clause in Contracts

Mergers; Consolidations; Asset Sales. (a) Not, and not suffer or permit any other Loan Party Subsidiary to, be a party to any merger or consolidation, except for any such merger or consolidation of any Subsidiary of Borrower into Borrower (so long as the Borrower survives such merger) or any Wholly-Owned Domestic Subsidiary of Borrower, as applicable (so long such Wholly-Owned Domestic Subsidiary survives such merger). (b) Not, and not suffer or permit any other Loan Party Subsidiary to, sell, transfer, dispose of, convey or lease any of its assets or equity interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory or used, worn-out or surplus equipment, all in the ordinary course of business, and (ii) sales and dispositions of assets (excluding any equity interests of Borrower or any Subsidiary of Borrower) for at least fair market value (as determined by the Board of Directors of Borrower) so long as at least 75% of the purchase price therefor is in cash and the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $500,000.