Common use of Mergers, Consolidations, Sales of Assets, Etc Clause in Contracts

Mergers, Consolidations, Sales of Assets, Etc. The Borrower will not, and will not permit any Subsidiary or operating divisions to: (i) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired); (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before and after giving effect thereto, no Default shall have occurred and be continuing: (A) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; (B) any Person (other than the Borrower) may merge into any Subsidiary, and any Subsidiary may merge into any other Person (other than the Borrower), in each case in a transaction in which the surviving entity is a Subsidiary; (C) any Subsidiary or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to another Subsidiary or operating division of the Borrower or any Subsidiary (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary); (D) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E) the Borrower or any Subsidiary or operating division may sell, transfer, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) and any Subsidiary may become a party to a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as the aggregate book value of such assets, together with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% of the Total Consolidated Assets determined on a Pro Forma Basis as of the last day of the most recently completed fiscal year for which a consolidated balance sheet of the Borrower has been furnished to the Lenders pursuant to Section 3.04(a) or Section 5.01(a), as applicable.

Mergers, Consolidations, Sales of Assets, Etc. i. The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or operating divisions to: (i) merge into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired); (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing: , (A) any Person Subsidiary Guarantor may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; entity; (B) any Person (other than the Borrower) Subsidiary Guarantor may merge into any Subsidiary, and any Subsidiary may merge with or into any other Person (other than the Borrower), including in each case connection with any acquisition) in a transaction in which the surviving entity is is, or concurrently with the consummation of such merger becomes, a Subsidiary; Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to into another Subsidiary or operating division of the Borrower or any Subsidiary Person so long as such disposition does not violate clause (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary); ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any Subsidiary State thereof, provided that (1) the Borrower is the surviving entity or operating division may sell(2) if the surviving entity is not the Borrower, transferthen (x) the surviving entity assumes all of the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) USA PATRIOT Act, with respect to such surviving entity, and provided further that on the date of consummation of any Subsidiary may become such merger, the Borrower shall deliver to the Administrative Agent a party to certificate executed by a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as the aggregate book value of such assets, together with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% Financial Officer of the Total Consolidated Assets determined on a Pro Forma Basis Borrower demonstrating that the Borrower would be in pro forma compliance with Section 7.06 as of the last day of the fiscal quarter then most recently completed ended (determined as if such merger, and any related incurrence of Indebtedness, had occurred on the first day of the period of four consecutive fiscal year for which quarters ending on such last day). ii. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, license or otherwise dispose of (in one transaction or in a series of transactions, and whether directly or through any merger or consolidation) assets representing all or substantially all the consolidated balance sheet assets of the Borrower has been furnished to and the Lenders pursuant to Section 3.04(a) Subsidiaries (whether now owned or Section 5.01(ahereafter acquired), taken as applicablea whole.

Mergers, Consolidations, Sales of Assets, Etc. (i) The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or operating divisions to: (i) merge into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired); (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing: , (A) any Person Subsidiary Guarantor may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; entity; (B) any Person (other than the Borrower) Subsidiary Guarantor may merge into any Subsidiary, and any Subsidiary may merge with or into any other Person (other than the Borrower), including in each case connection with any acquisition) in a transaction in which the surviving entity is is, or concurrently with the consummation of such merger becomes, a Subsidiary; Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to into another Subsidiary or operating division of the Borrower or any Subsidiary Person so long as such disposition does not violate clause (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary); ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any Subsidiary State thereof, provided that (1) the Borrower is the surviving entity or operating division may sell(2) if the surviving entity is not the Borrower, transferthen (x) the surviving entity assumes all of the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) USA PATRIOT Act, with respect to such surviving entity, and provided further that on the date of consummation of any Subsidiary may become such merger, the Borrower shall deliver to the Administrative Agent a party to certificate executed by a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as the aggregate book value of such assets, together with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% Financial Officer of the Total Consolidated Assets determined on a Pro Forma Basis Borrower demonstrating that the Borrower would be in pro forma compliance with Section 7.06 as of the last day of the fiscal quarter then most recently completed ended (determined as if such merger, and any related incurrence of Indebtedness, had occurred on the first day of the period of four consecutive fiscal year for which quarters ending on such last day). (ii) The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, license or otherwise dispose of (in one transaction or in a series of transactions, and whether directly or through any merger or consolidation) assets representing all or substantially all the consolidated balance sheet assets of the Borrower has been furnished to and the Lenders pursuant to Section 3.04(a) Subsidiaries (whether now owned or Section 5.01(ahereafter acquired), taken as applicablea whole.

Mergers, Consolidations, Sales of Assets, Etc. (a) The Borrower Company will not, and will not permit any Restricted Subsidiary to, consolidate with or be a party to a merger with or liquidate into any other Person; provided, however, that: (1) any Restricted Subsidiary may merge or consolidate with or liquidate into the Company, any Wholly-Owned Subsidiary or operating divisions any Restricted Subsidiary that is the direct or indirect parent of such Restricted Subsidiary and any Restricted Subsidiary (other than a Principal Subsidiary) may merge or consolidate with or liquidate into any other Restricted Subsidiary so long as (i) in any merger or consolidation involving the Company, the Company shall be the surviving corporation and (ii) in any merger, consolidation or liquidation involving a Domestic Restricted Subsidiary and a non-Domestic Restricted Subsidiary, the Domestic Restricted Subsidiary shall be the surviving corporation; and (2) the Company or any Restricted Subsidiary may consolidate or merge with any other corporation if (i) (in the case of a merger or consolidation involving the Company) the surviving or acquiring corporation (if other than the Company) (A) is organized and existing under the laws of any State of the United States of America or the District of Columbia, (B) shall expressly assume in writing the due and punctual performance of all obligations of the Company under this Agreement and the due and punctual payment of the principal of and Make-Whole Amount if any, and interest on all the Notes, according to their tenor, and (C) the Company or such surviving or acquiring corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving or acquiring corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), or (ii) (in the case of a merger or consolidation involving a Restricted Subsidiary) such Restricted Subsidiary shall be the surviving corporation and (iii) in the case of any consolidation or merger described in either (i) or (ii), at the time of such consolidation or merger, and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing and (B) the Company, such surviving or acquiring corporation or such Restricted Subsidiary, as the case may be, would be permitted to incur at least $1 of additional Funded Debt under the applicable provisions of Section 5.6. (b) The Company will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer, abandon or otherwise dispose of, assets (other than (x) sales of goods, products, inventory or services in the ordinary course of business to customers, (y) the sale, lease, transfer or disposition of assets to the Company or a Domestic Restricted Subsidiary if a merger between such transferor and such Domestic Restricted Subsidiary would be permitted under Section 5.8(a)(1), and (z) sales or other dispositions of assets, having a fair market value (as determined in good faith by the chief financial officer of the Company) in any single sale or disposition of not greater than $250,000 which the Company determines have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary in the conduct of its business); provided that the foregoing restrictions do not apply to the sale of assets for cash or property to a Person or Persons if all of the following conditions are met: (1) either (i) the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries pursuant to this Section 5.8(b)(1) during the immediately preceding twelve-month period do not constitute 10% of Consolidated Total Assets (determined as of the end of the immediately preceding fiscal quarter) or (ii) the sum of the portions of Consolidated Net Income contributed for the immediately preceding twelve-month period (each as determined in good faith by the chief financial officer of the Company) by (A) such assets, (B) each Restricted Subsidiary (or portion thereof) disposed of during such period and (C) other assets of the Company and its Restricted Subsidiaries disposed of during such period pursuant to this Section 5.8(b)(1) do not constitute 10% of Consolidated Net Income for such period; and (2) immediately after the consummation of the transaction and after giving effect thereto, (i) no Default or Event of Default would exist and (ii) the Company would be permitted to incur at least $1 of additional Funded Debt under the provisions of Section 5.6(a)(3). Computations made pursuant to Section 5.8(b)(1) shall include dispositions made pursuant to Sections 5.8(c)(3) and 5.8(c)(4) and computations pursuant to Sections 5.8(c)(3) and 5.8(c)(4) shall include dispositions made pursuant to Section 5.8(b)(1). (c) The Company will not, and will not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock (including as "stock" for the purposes of this Section 5.8(c), any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into such stock) of any Restricted Subsidiary, and the Company will not permit any Restricted Subsidiary to issue any shares of stock of such Restricted Subsidiary (except for any sale, transfer, issuance or other disposition of stock to the Company or a Restricted Subsidiary if a merger between such transferor or issuer and such Restricted Subsidiary would be permitted under Section 5.8(a)(1); provided that the foregoing restrictions do not apply to: (1) the sale, transfer or issuance of directors' qualifying shares of capital stock; (2) the sale, transfer or issuance of any de minimis number of shares of capital stock to foreign domiciliaries as may be required by law; (3) the sale, transfer or other disposition of all or any part of the shares of capital stock of any Restricted Subsidiary (other than a Principal Subsidiary); (4) the sale, transfer or other disposition of all shares of capital stock of a Principal Subsidiary held by the Company and its Restricted Subsidiaries if all of the following conditions are met: (i) merge into or consolidate simultaneously with any other Personsuch sale, transfer, or permit any disposition, all shares of stock and all Indebtedness of such Principal Subsidiary at the time owned by the Company and by every other Person to merge into Restricted Subsidiary shall be sold, transferred or consolidate with itdisposed of as an entirety; (ii) sellthe Board of Directors of the Company shall have determined, transferas evidenced by a resolution thereof, lease that the proposed sale, transfer or disposition of said shares of stock and Indebtedness is in the best interests of the Company; (iii) said shares of stock and Indebtedness are sold, transferred or otherwise dispose disposed of to a Person or Persons, for cash and/or tangible assets and on terms reasonably deemed by the Board of Directors of the Company to be adequate and satisfactory; and (iv) the Principal Subsidiary being disposed of shall not have any continuing investment in one transaction the Company or any other Restricted Subsidiary not being simultaneously disposed of; (5) the sale, transfer or issuance of shares of capital stock of a Restricted Subsidiary in connection with the purchase or other acquisition by the Company or a series Restricted Subsidiary of related transactions) all or substantially all of its assetsthe capital stock, properties or assets of any Person or all or substantially all of the stock properties or assets of any Person which constitute a distinct product line, division or other operating segment; provided that: (i) after giving effect to such sale, transfer or issuance and such purchase or other acquisition, no Default or Event of its Subsidiaries Default would then exist; (ii) the aggregate fair value of all such capital stock, properties or assets so acquired attributable to the issuance, sale or transfer of such shares of capital stock in each sale, transfer or issuance of such shares shall equal or exceed the fair value of such shares (in each case, whether now owned or hereafter acquiredcase as determined in good faith by the Board of Directors of the Company at the time of such acquisition taking into consideration the terms of any written agreement described in Section 5.8(c)(5)(iii) below);; and (iii) sellthe shares of capital stock are sold, assign transferred or otherwise dispose issued pursuant to a written agreement which (A) contemplates the subsequent purchase or redemption of such shares by the Company or the Restricted Subsidiary whose shares have been so sold, transferred or issued or any Equity Interests direct or indirect parent of such Restricted Subsidiary upon request of the transferee of such shares or upon demand by the Company or such Restricted Subsidiary or any direct or indirect parent of such Subsidiary, Restricted Subsidiary made pursuant to the terms of such written agreement at a price or permit any prices computed by reference to such Subsidiary formulas or indices or other references as are determined in good faith by the Board of Directors of the Company at the time of such acquisition to issue any Equity Interests, be in the best interests of the Company and its Restricted Subsidiaries and (B) prohibits the transfer of such shares to any Person other than the Borrower Company or the Restricted Subsidiary whose shares have been so sold, transferred or issued or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly direct or indirectly, a majority of the Equity Interests indirect parent of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before and after giving effect thereto, no Default shall have occurred and be continuing: (A) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; (B) any Person (other than the Borrower) may merge into any Restricted Subsidiary, and any Subsidiary may merge into any other Person (other than the Borrower), in each case in a transaction in which the surviving entity is a Subsidiary; (C) any Subsidiary or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to another Subsidiary or operating division of the Borrower or any Subsidiary (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary); (D) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E6) the Borrower sale, transfer or issuance of capital stock to employees of Restricted Subsidiaries as part of any incentive stock arrangement other than any incentive stock agreement entered into in connection with any purchase or acquisition contemplated by Section 5.8(c)(5) provided that: (i) after giving effect to such issuance no Restricted Subsidiary shall cease to be a Restricted Subsidiary; and (ii) the aggregate fair value (in each case determined in good faith at the time of such issuance by the Board of Directors of the Company or operating division such person or committee as the Board of Directors of the Company may sellauthorize to make such determination pursuant to the terms of any such incentive stock arrangement) of all shares of capital stock of such Restricted Subsidiaries issued to such employees shall not exceed $2,000,000; provided, however, that notwithstanding the foregoing, any sale, transfer, lease issuance or otherwise dispose other disposition of its shares pursuant to Sections 5.8(c)(3) or 5.8(c)(4) may not be consummated if either (y) the net book value of the assets (including the Controlling Stock Dispositions) and any of such Restricted Subsidiary may become a party attributable to a merger or consolidation (each such sale, transfer, lease, disposition, merger issuance or consolidation under this clause (E), a “Disposition”) so long as other disposition of shares when added to the aggregate book value of such assets, together with the aggregate net book value of all other Dispositions assets sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries during any Disposition Period, the immediately preceding twelve-month period would not exceed an amount equal to 15constitute more than 10% of the Consolidated Total Consolidated Assets (determined on a Pro Forma Basis as of the last day end of the most recently completed immediately preceding fiscal year quarter) or (z) the portions of Consolidated Net Income for which a consolidated balance sheet the immediately preceding twelve-month period contributed (each as determined in good faith by the chief financial officer of the Borrower has been furnished Company) by (1) such assets, (2) each Restricted Subsidiary (or portion thereof) disposed of during such period and (3) other assets of the Company and its Restricted Subsidiaries sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries during such period would exceed 10% of Consolidated Net Income for such period. Computations made with respect to Sections 5.8(c)(3) and 5.8(c)(4) as contemplated by this Section 5.8(c) shall include dispositions made within the Lenders provisions of Sections 5.8(b)(1) and computations made pursuant to Sections 5.8(b)(1) shall include dispositions made pursuant to Sections 5.8(c)(3) and 5.8(c)(4). (d) Notwithstanding any other provision of this Section 3.04(a5.8, the Company may sell stock or assets of America Outdoors, Inc., Airguide Instrument Co. and all of the Plastimo businesses. Sales of stock or assets permitted by this Section 5.8(d) or shall not be taken into account for purposes of calculating the limitations on permitted sales of assets and stock set forth in Section 5.01(a5.8(b)(1) and the proviso at the end of Section 5.8(c), as applicable.

Mergers, Consolidations, Sales of Assets, Etc. The Borrower Company will not, and will not permit any Subsidiary or operating divisions to:, (ia) merge into consolidate with or consolidate be a party to a merger with any other Person; provided, or permit however, that: (1) any other Person to Subsidiary may merge into or consolidate with it; or liquidate into the Company, any Wholly-Owned Subsidiary or any Subsidiary that is the direct or indirect parent of said Subsidiary and any Subsidiary (other than a Principal Subsidiary) may merge or consolidate with or liquidate into any other Subsidiary so long as (i) in any merger or consolidation involving the Company, the Company shall be the surviving corporation and (ii) sellin any merger, transferconsolidation or liquidation involving a Domestic Subsidiary and a non-Domestic Subsidiary, lease the Domestic Subsidiary shall be the surviving corporation; and (2) the Company or otherwise dispose of any Subsidiary may consolidate or merge with any other corporation if (i) (in one transaction the case of a merger or consolidation involving the Company) the surviving or acquiring corporation (if other than the Company) (A) is organized and existing under the laws of any State of the United States of America or the District of Columbia, (B) shall expressly assume in writing the due and punctual performance of all obligations of the Company under this Agreement and the Notes, according to their tenor, and the Parent Guaranty, and (C) the Company or such surviving or acquiring corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving or acquiring corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a series of related transactions) all proceeding in equity or substantially all of its assetsat law), or all or substantially all of the stock of any of its Subsidiaries (ii) (in each case, whether now owned the case of a merger or hereafter acquired); consolidation involving a Subsidiary) such Subsidiary shall be the surviving corporation and (iii) sell, assign or otherwise dispose in the case of any Equity Interests of any such Subsidiaryconsolidation or merger described in either (i) or (ii), or permit any such Subsidiary to issue any Equity Interests, to any Person other than at the Borrower or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly or indirectly, a majority of the Equity Interests time of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate consolidation or dissolve; provided thatmerger, so long as both before and after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing. (b) sell, lease, transfer, abandon or otherwise dispose of, assets (other than (x) sales of goods, products, inventory or services in the ordinary course of business to customers, (y) the sale, lease, transfer or disposition of assets to the Company or a Domestic Subsidiary if a merger between such transferor and such Domestic Subsidiary would be permitted under Section 6.02(a)(1) and (z) sales or other dispositions of assets having a fair market value (as determined in good faith by the chief financial officer of the Company) in any single sale or disposition of not greater than $200,000 which the Company determines have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary in the conduct of its business); provided that the foregoing restrictions do not apply to the sale of assets for cash or property to a Person or Persons if all of the following conditions are met: (1) either (i) the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or otherwise disposed of by the Company and its Subsidiaries in other transactions subject to this Section 6.02(b)(1) or Section 6.02(c)(3) or (4) during the immediately preceding twelve-month period do not constitute 10% of Consolidated Total Assets (determined as of September 29, 1995) or (ii) the sum of the portions of Consolidated Net Income contributed for the immediately preceding twelve-month period (each as determined in good faith by the Chief Financial Officer of the Company) by (A) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; such assets, (B) any Person each Subsidiary (other than the Borroweror portion thereof) may merge into any Subsidiary, disposed of during such period pursuant to Section 6.02(c)(3) or (4) and any Subsidiary may merge into any other Person (other than the Borrower), in each case in a transaction in which the surviving entity is a Subsidiary; (C) any Subsidiary other assets of the Company and its Subsidiaries disposed of during such period in other transactions subject to this Section 6.02(b)(1) do not constitute 10% or operating divisions may more of Consolidated Net Income for such period; and (2) immediately after the consummation of the transaction and after giving effect thereto no Default or Event of Default would exist. (c) sell, transfer, lease transfer or otherwise dispose of its assets any shares of capital stock (including as "stock" for the purposes of this Section 6.02(c), any warrants, rights or options to purchase or otherwise acquire stock or other securities exchangeable for or convertible into such stock) of any Subsidiary and the Company will not permit any Subsidiary to issue any shares of stock of such Subsidiary (except for any sale, transfer, issuance or other disposition of stock to the BorrowerCompany or a Subsidiary if a merger between such transferor or issuer and such Subsidiary would be permitted under Section 6.02(a)(1)); provided that the foregoing restrictions do not apply to: (1) the sale, transfer or issuance of directors' qualifying shares of capital stock; (2) the sale, transfer or issuance of any de minimus number of shares of capital stock to another Subsidiary foreign domiciliaries as may be required by law; (3) the sale, transfer or operating division other disposition of all or any part of the Borrower or shares of capital stock of any Subsidiary (or to any Person that becomes, as part of such transfer, other than a Subsidiary or an operating division of the Borrower or any Principal Subsidiary); (D4) any the sale, transfer or other disposition of all shares of capital stock of a Principal Subsidiary may liquidate held by the Company and its Subsidiaries if all of the following conditions are met: (i) simultaneously with such sale, transfer, or dissolve if disposition, all shares of stock and all Indebtedness of such Principal Subsidiary at the Borrower determines in good faith time owned by the Company and by every other Subsidiary shall be sold, transferred or disposed of as an entirety; (ii) the Board of Directors of the Company shall have determined, as evidenced by a resolution thereof, that such liquidation the proposed sale, transfer or dissolution disposition of said shares of stock and Indebtedness is in the best interests of the Borrower Company; (iii) said shares of stock and is not materially disadvantageous Indebtedness are sold, transferred or otherwise disposed of to a Person or Persons, for cash and/or tangible assets and on terms reasonably deemed by the LendersBoard of Directors to be adequate and satisfactory; and (Eiv) the Borrower Principal Subsidiary being disposed of shall not have any continuing investment in the Company or any other Subsidiary not being simultaneously disposed of; (5) the sale, transfer or issuance of shares of capital stock of a Subsidiary in connection with the purchase or other acquisition by the Company or a Subsidiary of the capital stock, properties or assets of any Person; provided that: (i) after giving effect to such sale, transfer or issuance and such purchase or other acquisition, no Default or Event of Default would then exist; (ii) the aggregate fair value of all such capital stock, properties or assets so acquired attributable to the issuance, sale or transfer of such shares of capital stock in each sale, transfer or issuance of such shares shall equal or exceed the fair value of such shares (in each case as determined in good faith by the Board of Directors of the Company at the time of such acquisition taking into consideration the terms of any written agreement described in Section 6.02(c)(5)(iii) below); and (iii) the shares of capital stock are sold, transferred or issued pursuant to a written agreement which (A) contemplates the subsequent purchase or redemption of such shares by the Company or the Subsidiary whose shares have been so sold, transferred or issued or any direct or indirect parent of such Subsidiary upon request of the transferee of such shares or upon demand by the Company or such Subsidiary or operating division any direct or indirect parent of such Subsidiary made pursuant to the terms of such written agreement at a price or prices computed by reference to such formulas or indices or other references as are determined in good faith by the Board of Directors of the Company at the time of such acquisition to be in the best interests of the Company and its Subsidiaries and (B) prohibits the transfer of such shares to any Person other than the Company or the Subsidiary whose shares have been so sold, transferred or issued or any direct or indirect parent of such Subsidiary; and (6) the sale, transfer or issuance of capital stock to employees of Subsidiaries as part of any incentive stock arrangement other than any incentive stock agreement entered into in connection with any purchase or acquisition contemplated by Section 6.02(c)(5), provided that: (i) after giving effect to such issuance no Subsidiary shall cease to be a Subsidiary; and (ii) the aggregate fair value (in each case determined in good faith at the time of such issuance by the Board of Directors of the Company or such person or committee as the Board of Directors of the Company may sellauthorize to make such determination pursuant to the terms of any such incentive stock arrangement) of all shares of capital stock of such Subsidiaries issued to such employees shall not exceed $2,000,000; provided, however, that notwithstanding the foregoing, any sale, transfer, lease issuance or otherwise dispose other disposition of its shares pursuant Section 6.02(c)(3) or 6.02(c)(4) may not be consummated if either (y) the net book value of the assets (including the Controlling Stock Dispositions) and any of such Subsidiary may become a party attributable to a merger or consolidation (each such sale, transfer, lease, disposition, merger issuance or consolidation under this clause (E), a “Disposition”) so long as other disposition of shares when added to the aggregate book value of such assets, together with the aggregate net book value of all other Dispositions assets sold, leased, transferred or otherwise disposed of by the Company and its Subsidiaries during any Disposition Periodthe immediately preceding twelve-month period in other transactions subject to Section 6.02(b)(1) and Sections 6.02(c)(3) and (4) would constitute 10% (or more) of Consolidated Total Assets (determined as of September 29, 1995) or (z) the portions of Consolidated Net Income for the immediately preceding twelve-month period contributed (each as determined in good faith by the Chief Financial Officer of the Company) by (1) such assets, (2) each Subsidiary (or portion thereof) disposed of during such period in transactions subject to Sections 6.02(c)(3) and (4) and (3) other assets of the Company and its Subsidiaries sold, leased, transferred or otherwise disposed of by the Company and its Subsidiaries during such period in transactions subject to Section 6.02(b)(1) would not exceed an amount equal to 1510% of Consolidated Net Income for such period. (d) Notwithstanding any other provision of this Section 6.02, the Total Consolidated Assets determined on a Pro Forma Basis as Company may sell stock or assets of America Outdoors, Inc., Airguide Instrument Co. and all of the last day Plastimo businesses. Sale of stock or assets permitted by this Section 6.02(d) shall not be taken into account for purposes of calculating the most recently completed fiscal year for which a consolidated balance sheet limitations on permitted sales of assets and stock set forth in Section 6.02(b)(1) and the Borrower has been furnished to proviso at the Lenders pursuant to end of Section 3.04(a) or Section 5.01(a6.02(c), as applicable.

Mergers, Consolidations, Sales of Assets, Etc. (i) The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or operating divisions to: (i) merge into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired); (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing: , (A) any Person Subsidiary Guarantor may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; entity; (B) any Person (other than the Borrower) Subsidiary Guarantor may merge into any Subsidiary, and any Subsidiary may merge with or into any other Person (other than the Borrower), including in each case connection with any acquisition) in a transaction in which the surviving entity is is, or concurrently with the consummation of such merger becomes, a Subsidiary; Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to into another Subsidiary or operating division of the Borrower or any Subsidiary Person so long as such disposition does not violate clause (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary); ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any Subsidiary State thereof, provided that (1) the Borrower is the surviving entity or operating division may sell(2) if the surviving entity is not the Borrower, transferthen (x) the surviving entity assumes all of the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) USA PATRIOT Act, with respect to such surviving entity, and provided further that on the date of consummation of any Subsidiary may become such merger, the Borrower shall deliver to the Administrative Agent a party to certificate executed by a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as the aggregate book value of such assets, together with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% Financial Officer of the Total Consolidated Assets determined on a Pro Forma Basis Borrower demonstrating that the Borrower would be in pro forma compliance with Section 7.03 as of the last day of the fiscal quarter then most recently completed ended (determined as if such merger, and any related incurrence of Indebtedness, had occurred on the first day of the period of four consecutive fiscal year for which quarters ending on such last day). (ii) The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, license or otherwise dispose of (in one transaction or in a series of transactions, and whether directly or through any merger or consolidation) assets representing all or substantially all the consolidated balance sheet assets of the Borrower has been furnished to and the Lenders pursuant to Section 3.04(a) Subsidiaries (whether now owned or Section 5.01(ahereafter acquired), taken as applicablea whole.

Mergers, Consolidations, Sales of Assets, Etc. The Borrower Company will not, and will not permit any Subsidiary or operating divisions to: (i) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired); (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower Company or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower Company does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before and after giving effect thereto, no Default shall have occurred and be continuing: (A) any Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation; (B) any Person (other than the BorrowerCompany) may merge into any Subsidiary, and any Subsidiary may merge into any other Person (other than the BorrowerCompany), in each case in a transaction in which the surviving entity is a Subsidiary; (C) any Subsidiary or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the BorrowerCompany, to another Subsidiary or operating division of the Borrower Company or any Subsidiary (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower Company or any Subsidiary); (D) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; and (E) the Borrower Company or any Subsidiary or operating division may sell, transfer, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) and any Subsidiary may become a party to a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as the aggregate book value of such assets, together with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% of the Total Consolidated Assets determined on a Pro Forma Basis as of the last day of the most recently completed fiscal year for which a consolidated balance sheet of the Borrower Company has been furnished to the Lenders pursuant to Section 3.04(a) or Section 5.01(a), as applicable.

Mergers, Consolidations, Sales of Assets, Etc. The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or operating divisions to: (i) merge into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired); (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing: , (A) any Person Subsidiary Guarantor may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; entity; (B) any Person (other than the Borrower) Subsidiary Guarantor may merge into any Subsidiary, and any Subsidiary may merge with or into any other Person (other than the Borrower), including in each case connection with any acquisition) in a transaction in which the surviving entity is is, or concurrently with the consummation of such merger becomes, a Subsidiary; Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to into another Subsidiary or operating division of the Borrower or any Subsidiary Person so long as such disposition does not violate clause (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary); ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any Subsidiary State thereof, provided that (1) the Borrower is the surviving entity or operating division may sell(2) if the surviving entity is not the Borrower, transferthen (x) the surviving entity assumes all of the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) USA PATRIOT Act, with respect to such surviving entity, and provided further that on the date of consummation of any Subsidiary may become such merger, the Borrower shall deliver to the Administrative Agent a party to certificate of a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as Financial Officer demonstrating that the aggregate book value of such assets, together Borrower would be in pro forma compliance with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% of the Total Consolidated Assets determined on a Pro Forma Basis Section 7.06 as of the last day of the fiscal quarter then most recently completed fiscal year for which a consolidated balance sheet ended (determined as if such merger, and any related incurrence of Indebtedness, had occurred on the first day of the Borrower has been furnished to the Lenders pursuant to Section 3.04(a) or Section 5.01(aperiod of four consecutive fiscal quarters ending on such last day), as applicable.

Mergers, Consolidations, Sales of Assets, Etc. The Borrower Company will not, and will not permit any Subsidiary or operating divisions to: (i) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired); (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower Company or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower Company does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before and after giving effect thereto, no Default shall have occurred and be continuing: (A) any Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation; (B) any Person (other than the BorrowerCompany) may merge into any Subsidiary, and any Subsidiary may merge into any other Person (other than the Borrower), in each case in a transaction in which the surviving entity is a Subsidiary; (C) any Subsidiary or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the BorrowerCompany, to another Subsidiary or operating division of the Borrower Company or any Subsidiary (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower Company or any Subsidiary); (D) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; and (E) the Borrower Company or any Subsidiary or operating division may sell, transfer, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) and any Subsidiary may become a party to a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as the aggregate book value of such assets, together with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% of the Total Consolidated Assets determined on a Pro Forma Basis as of the last day of the most recently completed fiscal year for which a consolidated balance sheet of the Borrower Company has been furnished to the Lenders pursuant to Section 3.04(a) or Section 5.01(a), as applicable.

Mergers, Consolidations, Sales of Assets, Etc. The Borrower will not, and will not permit any Subsidiary or operating divisions to: (i) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it; (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all the assets of the stock of Borrower and its Subsidiaries, taken as a whole, to any of its Subsidiaries (in each case, whether now owned or hereafter acquired)other Person; (iii) sell, assign or otherwise dispose of any Equity Interests of any such Subsidiary, or permit any such Subsidiary to issue any Equity Interests, to any Person other than the Borrower or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly or indirectly, a majority of the Equity Interests of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before and after giving effect thereto, no Default shall have occurred and be continuing: (A) any Person may merge into or amalgamate with the Borrower in a transaction in which the Borrower is the surviving corporationentity; (B) any Person (other than the Borrower) may merge into or amalgamate with any Subsidiary, and any Subsidiary may merge into or amalgamate with any other Person (other than the Borrower), in each case in a transaction in which the surviving entity or resulting entity is a Subsidiary; (C) any Subsidiary or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to another Subsidiary or operating division of the Borrower or any Subsidiary (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary);; and (D) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E) the Borrower or any Subsidiary or operating division may sell, transfer, lease or otherwise dispose of its assets (including the Controlling Stock Dispositions) and any Subsidiary may become a party to a merger or consolidation (each such sale, transfer, lease, disposition, merger or consolidation under this clause (E), a “Disposition”) so long as the aggregate book value of such assets, together with the aggregate book value of all other Dispositions during any Disposition Period, would not exceed an amount equal to 15% of the Total Consolidated Assets determined on a Pro Forma Basis as of the last day of the most recently completed fiscal year for which a consolidated balance sheet of the Borrower has been furnished to the Lenders pursuant to Section 3.04(a) or Section 5.01(a), as applicable.

Mergers, Consolidations, Sales of Assets, Etc. (a) The Borrower Company will not, and will not permit any Restricted Subsidiary to, consolidate with or be a party to a merger with or liquidate into any other Person; provided, however, that: (1) any Restricted Subsidiary may merge or consolidate with or liquidate into the Company, any Wholly-Owned Subsidiary or operating divisions any Restricted Subsidiary that is the direct or indirect parent of such Restricted Subsidiary and any Restricted Subsidiary (other than a Principal Subsidiary) may merge or consolidate with or liquidate into any other Restricted Subsidiary so long as (i) in any merger or consolidation involving the Company, the Company shall be the surviving corporation and (ii) in any merger, consolidation or liquidation involving a Domestic Restricted Subsidiary and a non- Domestic Restricted Subsidiary, the Domestic Restricted Subsidiary shall be the surviving corporation; and (2) the Company or any Restricted Subsidiary may consolidate or merge with any other corporation if (i) (in the case of a merger or consolidation involving the Company) the surviving or acquiring corporation (if other than the Company) (A) is organized and existing under the laws of any State of the United States of America or the District of Columbia, (B) shall expressly assume in writing the due and punctual performance of all obligations of the Company under this Agreement and the due and punctual payment of the principal of and Make-Whole Amount if any, and interest on all the Notes, according to their tenor, and (C) the Company or such surviving or acquiring corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving or acquiring corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), or (ii) (in the case of a merger or consolidation involving a Restricted Subsidiary) such Restricted Subsidiary shall be the surviving corporation and (iii) in the case of any consolidation or merger described in either (i) or (ii), at the time of such consolidation or merger, and after giving effect thereto (A) no Default or Event of Default shall have occurred and be continuing and (B) the Company, such surviving or acquiring corporation or such Restricted Subsidiary, as the case may be, would be permitted to incur at least $1 of additional Funded Debt under the applicable provisions of Section 5.6. (b) The Company will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer, abandon or otherwise dispose of, assets (other than (x) sales of goods, products, inventory or services in the ordinary course of business to customers, (y) the sale, lease, transfer or disposition of assets to the Company or a Domestic Restricted Subsidiary if a merger between such transferor and such Domestic Restricted Subsidiary would be permitted under Section 5.8(a)(1), and (z) sales or other dispositions of assets, having a fair market value (as determined in good faith by the chief financial officer of the Company) in any single sale or disposition of not greater than $250,000 which the Company determines have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary in the conduct of its business); provided that the foregoing restrictions do not apply to the sale of assets for cash or property to a Person or Persons if all of the following conditions are met: (1) either (i) the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries pursuant to this Section 5.8(b)(1) during the immediately preceding twelve-month period do not constitute 10% of Consolidated Total Assets (determined as of the end of the immediately preceding fiscal quarter) or (ii) the sum of the portions of Consolidated Net Income contributed for the immediately preceding twelve-month period (each as determined in good faith by the chief financial officer of the Company) by (A) such assets, (B) each Restricted Subsidiary (or portion thereof) disposed of during such period and (C) other assets of the Company and its Restricted Subsidiaries disposed of during such period pursuant to this Section 5.8(b)(1) do not constitute 10% of Consolidated Net Income for such period; and (2) immediately after the consummation of the transaction and after giving effect thereto, (i) no Default or Event of Default would exist and (ii) the Company would be permitted to incur at least $1 of additional Funded Debt under the provisions of Section 5.6(a)(3). Computations made pursuant to Section 5.8(b)(1) shall include dispositions made pursuant to Section Section 5.8(c)(3) and 5.8(c)(4) and computations pursuant to Section Section 5.8(c)(3) and 5.8(c)(4) shall include dispositions made pursuant to Section 5.8(b)(1). (c) The Company will not, and will not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any shares of capital stock (including as "stock" for the purposes of this Section 5.8(c), any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into such stock) of any Restricted Subsidiary, and the Company will not permit any Restricted Subsidiary to issue any shares of stock of such Restricted Subsidiary (except for any sale, transfer, issuance or other disposition of stock to the Company or a Restricted Subsidiary if a merger between such transferor or issuer and such Restricted Subsidiary would be permitted under Section 5.8(a)(1); provided that the foregoing restrictions do not apply to: (1) the sale, transfer or issuance of directors' qualifying shares of capital stock; (2) the sale, transfer or issuance of any de minimis number of shares of capital stock to foreign domiciliaries as may be required by law; (3) the sale, transfer or other disposition of all or any part of the shares of capital stock of any Restricted Subsidiary (other than a Principal Subsidiary); (4) the sale, transfer or other disposition of all shares of capital stock of a Principal Subsidiary held by the Company and its Restricted Subsidiaries if all of the following conditions are met: (i) merge into or consolidate simultaneously with any other Personsuch sale, transfer, or permit any disposition, all shares of stock and all Indebtedness of such Principal Subsidiary at the time owned by the Company and by every other Person to merge into Restricted Subsidiary shall be sold, transferred or consolidate with itdisposed of as an entirety; (ii) sellthe Board of Directors of the Company shall have determined, transferas evidenced by a resolution thereof, lease that the proposed sale, transfer or disposition of said shares of stock and Indebtedness is in the best interests of the Company; (iii) said shares of stock and Indebtedness are sold, transferred or otherwise dispose disposed of to a Person or Persons, for cash and/or tangible assets and on terms reasonably deemed by the Board of Directors of the Company to be adequate and satisfactory; and (iv) the Principal Subsidiary being disposed of shall not have any continuing investment in one transaction the Company or any other Restricted Subsidiary not being simultaneously disposed of; (5) the sale, transfer or issuance of shares of capital stock of a Restricted Subsidiary in connection with the purchase or other acquisition by the Company or a series Restricted Subsidiary of related transactions) all or substantially all of its assetsthe capital stock, properties or assets of any Person or all or substantially all of the stock properties or assets of any Person which constitute a distinct product line, division or other operating segment; provided that: (i) after giving effect to such sale, transfer or issuance and such purchase or other acquisition, no Default or Event of its Subsidiaries Default would then exist; (ii) the aggregate fair value of all such capital stock, properties or assets so acquired attributable to the issuance, sale or transfer of such shares of capital stock in each sale, transfer or issuance of such shares shall equal or exceed the fair value of such shares (in each case, whether now owned or hereafter acquiredcase as determined in good faith by the Board of Directors of the Company at the time of such acquisition taking into consideration the terms of any written agreement described in Section 5.8(c)(5)(iii) below);; and (iii) sellthe shares of capital stock are sold, assign transferred or otherwise dispose issued pursuant to a written agreement which (A) contemplates the subsequent purchase or redemption of such shares by the Company or the Restricted Subsidiary whose shares have been so sold, transferred or issued or any Equity Interests direct or indirect parent of such Restricted Subsidiary upon request of the transferee of such shares or upon demand by the Company or such Restricted Subsidiary or any direct or indirect parent of such Subsidiary, Restricted Subsidiary made pursuant to the terms of such written agreement at a price or permit any prices computed by reference to such Subsidiary formulas or indices or other references as are determined in good faith by the Board of Directors of the Company at the time of such acquisition to issue any Equity Interests, be in the best interests of the Company and its Restricted Subsidiaries and (B) prohibits the transfer of such shares to any Person other than the Borrower Company or the Restricted Subsidiary whose shares have been so sold, transferred or issued or any of its Wholly-Owned Subsidiaries if, after giving effect thereto, the Borrower does not own, directly direct or indirectly, a majority of the Equity Interests indirect parent of such Subsidiary (“Controlling Stock Disposition”); or (iv) liquidate or dissolve; provided that, so long as both before and after giving effect thereto, no Default shall have occurred and be continuing: (A) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; (B) any Person (other than the Borrower) may merge into any Restricted Subsidiary, and any Subsidiary may merge into any other Person (other than the Borrower), in each case in a transaction in which the surviving entity is a Subsidiary; (C) any Subsidiary or operating divisions may sell, transfer, lease or otherwise dispose of its assets to the Borrower, to another Subsidiary or operating division of the Borrower or any Subsidiary (or to any Person that becomes, as part of such transfer, a Subsidiary or an operating division of the Borrower or any Subsidiary); (D) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E6) the Borrower sale, transfer or issuance of capital stock to employees of Restricted Subsidiaries as part of any incentive stock arrangement other than any incentive stock agreement entered into in connection with any purchase or acquisition contemplated by Section 5.8(c)(5) provided that: (i) after giving effect to such issuance no Restricted Subsidiary shall cease to be a Restricted Subsidiary; and (ii) the aggregate fair value (in each case determined in good faith at the time of such issuance by the Board of Directors of the Company or operating division such person or committee as the Board of Directors of the Company may sellauthorize to make such determination pursuant to the terms of any such incentive stock arrangement) of all shares of capital stock of such Restricted Subsidiaries issued to such employees shall not exceed $2,000,000; provided, however, that notwithstanding the foregoing, any sale, transfer, lease issuance or otherwise dispose other disposition of its shares pursuant to Section Section 5.8(c)(3) or 5.8(c)(4) may not be consummated if either (y) the net book value of the assets (including the Controlling Stock Dispositions) and any of such Restricted Subsidiary may become a party attributable to a merger or consolidation (each such sale, transfer, lease, disposition, merger issuance or consolidation under this clause (E), a “Disposition”) so long as other disposition of shares when added to the aggregate book value of such assets, together with the aggregate net book value of all other Dispositions assets sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries during any Disposition Period, the immediately preceding twelve-month period would not exceed an amount equal to 15constitute more than 10% of the Consolidated Total Consolidated Assets (determined on a Pro Forma Basis as of the last day end of the most recently completed immediately preceding fiscal year quarter) or (z) the portions of Consolidated Net Income for which a consolidated balance sheet the immediately preceding twelve-month period contributed (each as determined in good faith by the chief financial officer of the Borrower has been furnished Company) by (1) such assets, (2) each Restricted Subsidiary (or portion thereof) disposed of during such period and (3) other assets of the Company and its Restricted Subsidiaries sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries during such period would exceed 10% of Consolidated Net Income for such period. Computations made with respect to Section Section 5.8(c)(3) and 5.8(c)(4) as contemplated by this Section 5.8(c) shall include dispositions made within the Lenders provisions of Section Section 5.8(b)(1) and computations made pursuant to Section 3.04(aSection 5.8(b)(1) shall include dispositions made pursuant to Section Section 5.8(c)(3) and 5.8(c)(4). (d) Notwithstanding any other provision of this Section 5.8, the Company may sell stock or assets of Airguide Instrument Co. Sales of stock or assets permitted by this Section 5.01(a5.8(d) shall not be taken into account for purposes of calculating the limitations on permitted sales of assets and stock set forth in Section 5.8(b)(1) and the proviso at the end of Section 5.8(c), as applicable.