Common use of Restrictions on Certain Dispositions Clause in Contracts

Restrictions on Certain Dispositions. As long as any of the Securities remain Outstanding, the Guarantor will not, and will not permit any Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the Voting Shares of any Restricted Subsidiary, unless: (1) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Issuer, the Guarantor or of one of the Restricted Subsidiaries; (2) all of the Voting Shares of a Restricted Subsidiary then owned by the Guarantor or by its Restricted Subsidiaries is disposed of in a single transaction or in a series of related transactions, for a consideration consisting of cash or other property the fair market value of which (as determined in good faith by the Board of Directors of the Guarantor) is at least equal to the Fair Value of such Voting Shares; (3) the issuance, sale, assignment, transfer or other disposition is made to the Issuer, the Guarantor or another Restricted Subsidiary; or (4) after giving effect to the issuance, sale, assignment, transfer or other disposition, the Guarantor and its Restricted Subsidiaries would own directly or indirectly at least 80% of the issued and outstanding Voting Shares of such Restricted Subsidiary and such issuance, sale, assignment, transfer or other disposition is made for a consideration consisting of cash or other property which is at least equal to the Fair Value of such Voting Shares, as determined in good faith by the Board of Directors of the Guarantor. Notwithstanding the foregoing, the Issuer and Guarantor may merge or consolidate any of their other respective Subsidiaries into or with another Person and the Issuer and Guarantor may sell, transfer or otherwise dispose of the assets of any Restricted Subsidiary or the Guarantor’s business in accordance with the provisions of this Indenture. Furthermore, the foregoing covenant will not prohibit any issuance or disposition of securities by any other Subsidiary.

Restrictions on Certain Dispositions. As long as any of the Securities remain Outstanding, the Guarantor Issuer will not, and will not permit any Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the Voting Shares of any Restricted Subsidiary, unless: (1) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Issuer, the Guarantor Issuer or of one of the its Restricted Subsidiaries; (2) all of the Voting Shares of a Restricted Subsidiary then owned by the Guarantor Issuer or by its Restricted Subsidiaries is disposed of in a single transaction or in a series of related transactions, for a consideration consisting of cash or other property the fair market value of which (as determined in good faith by the Board of Directors of the GuarantorDirectors) is at least equal to the Fair Value of such Voting Shares; (3) the issuance, sale, assignment, transfer or other disposition is made to the Issuer, the Guarantor Issuer or another Restricted Subsidiary; or (4) after giving effect to the issuance, issuance sale, assignment, transfer or other disposition, the Guarantor Issuer and its Restricted Subsidiaries would own directly or indirectly at least 80% of the issued and outstanding Voting Shares of such Restricted Subsidiary and such issuance, sale, assignment, transfer or other disposition is made for a consideration consisting of cash or other property which is at least equal to the Fair Value of such Voting Shares, as determined in good faith by the Board of Directors of the GuarantorDirectors. Notwithstanding the foregoing, the Issuer and Guarantor may merge or consolidate any of their its other respective Subsidiaries into or with another Person and the Issuer and Guarantor it may sell, transfer or otherwise dispose of the assets of any Restricted Subsidiary or the Guarantor’s Issuer's business in accordance with the provisions of this Indenture. Furthermore, the foregoing covenant will not prohibit any issuance or disposition of securities by any other Subsidiary.

Restrictions on Certain Dispositions. As long as any of the Securities remain Outstanding, the Guarantor will not, and will not permit any Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the Voting Shares of any Restricted Subsidiary, unless: (1) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Issuer, the Guarantor or of one of the Restricted Subsidiaries; (2) all of the Voting Shares of a Restricted Subsidiary then owned by the Guarantor or by its Restricted Subsidiaries is disposed of in a single transaction or in a series of related transactions, for a consideration consisting of cash or other property the fair market value of which (as determined in good faith by the Board of Directors of the Guarantor) is at least equal to the Fair Value of such Voting Shares; (3) the issuance, sale, assignment, transfer or other disposition is made to the Issuer, the Guarantor or another Restricted Subsidiary; or (4) after giving effect to the issuance, issuance sale, assignment, transfer or other disposition, the Guarantor and its Restricted Subsidiaries would own directly or indirectly at least 80% of the issued and outstanding Voting Shares of such Restricted Subsidiary and such issuance, sale, assignment, transfer or other disposition is made for a consideration consisting of cash or other property which is at least equal to the Fair Value of such Voting Shares, as determined in good faith by the Board of Directors of the Guarantor. Notwithstanding the foregoing, the Issuer and Guarantor may merge or consolidate any of their other respective Subsidiaries into or with another Person and the Issuer and Guarantor may sell, transfer or otherwise dispose of the assets of any Restricted Subsidiary or the Guarantor’s business in accordance with the provisions of this Indenture. Furthermore, the foregoing covenant will not prohibit any issuance or disposition of securities by any other Subsidiary.