Common use of Sale of Stock and Debt of Subsidiaries Clause in Contracts

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than to the Borrower or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower and any Subsidiary may be sold as an entirety to any third party for a consideration which represents fair value (as determined in good faith by its board of directors) at the time of such sale; provided, however, that such securities or other obligations may only be sold subject to the limitations and other provisions of Section 7.04; and provided, further, that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt or other obligations of any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11).

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than to the Borrower or another Subsidiary (except that non-Mxxxxx Xxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx Xxxxxx or a Mxxxxx Xxxxxx Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower and any Subsidiary may be sold as an entirety to any third party for a consideration which represents fair value (as determined in good faith by its board of directors) at the time of such sale; provided, however, that such securities or other obligations may -------- ------- only be sold subject to the limitations and other provisions of Section 7.04; ------------ and provided, further, that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt or other obligations of any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11).. ------------

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell Sell or otherwise -------------------------------------- dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations Indebtedness of any Restricted Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than except to the Borrower or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations Indebtedness of any Restricted Subsidiary at the time owned by or owed to the Borrower and any Subsidiary all Restricted Subsidiaries may be sold as an entirety to any third party for a cash consideration which represents the fair value (as determined in good faith by its board the Board of directorsDirectors of the Borrower) at the time of sale of the shares of stock and Indebtedness so sold, provided that the assets of such sale; providedRestricted Subsidiary do not constitute a substantial part of the consolidated assets of the Borrower and all Subsidiaries and that the earnings of such Restricted Subsidiary shall not have constituted a substantial part of Consolidated Net Earnings for any of the three fiscal years then most recently ended, however, that such securities or other obligations may only be sold subject to the limitations and other provisions of Section 7.04; and provided, further, further provided that, at the time of such sale, such Restricted Subsidiary shall not own, directly or indirectly, any shares of stock or Debt or other obligations Indebtedness of any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations Indebtedness of such other Subsidiary owned, directly or indirectly, by the Borrower and all Subsidiaries are simultaneously being sold as permitted by this Section 7.117.5). As used in Section 7.4, Section 7.5, Section 7.6 and Section 8.1(j), a "substantial part of" the consolidated assets of the Borrower and all Subsidiaries shall mean assets which, as a whole, (x) constitute more than 10% of Consolidated Total Assets or (y) contributed more than 15% of Consolidated Net Earnings for any one or more of the three prior fiscal years of the Borrower.

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell (i) Sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than except to the Borrower Company or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Wholly Owned Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower Company and any Subsidiary all Subsidiaries may be sold as an entirety to any third party for a cash consideration which represents the fair value (as determined in good faith by its board the Board of directorsDirectors of the Company) at the time of sale of the shares of stock and Debt so sold (the "Stock Sale Restriction"), provided that (i) the assets of such sale; providedSubsidiary together -------- with (ii) the assets of all other Subsidiaries the stock or Debt of which was sold or otherwise disposed of in the preceding 12-month period and (iii) the assets of the Company and its Subsidiaries sold, howeverleased, that such securities transferred or other obligations may only be sold subject otherwise disposed of pursuant to clause (v) of paragraph 6C(5) in the limitations and other provisions preceding 12-month period (in each transaction measured by the greater of Section 7.04book value or Fair Market Value), do not represent more than 15% of Consolidated Net Tangible Assets as reflected on the most recent annual or quarterly consolidated balance sheet (the "Initial Basket"); and provided, further, provided further that, at the time of such sale, such Subsidiary shall not ---------------- own, directly or indirectly, any shares of stock or Debt of, or any other obligations of continuing investment in, any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6C(4)), or any shares of stock or Debt of the Company. (ii) Notwithstanding anything else contained in paragraph 6C(4)(i), in the event that the Option (as hereinafter defined) is exercised in accordance with the terms of the Option Agreement (as hereinafter defined) , then during the 12-month period following the end of the month in which the Option is exercised, the Company will not and will not permit any Subsidiary to (i) Sell or otherwise dispose of, or part with control of, any shares of stock of any Subsidiary, except to the Company or another Wholly Owned Subsidiary, and except that all shares of stock of any Subsidiary at the time owned by the Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair value (as determined in good faith by the Board of Directors of the Company) at the time of sale of the shares of stock so sold (the "Stock Sale Restriction"), provided that (I) the assets of such Subsidiary -------- together with (ii) the assets of all other Subsidiaries the stock of which was sold or otherwise disposed of in the preceding 24-month period and (iii) the assets of the Company and its Subsidiaries sold, leased, transferred or otherwise disposed of pursuant to clause (v) of paragraph 6C(5) in the preceding 24-month period (in each transaction measured by the greater of book value or Fair Market Value), do not represent more than 25% of Consolidated Net Tangible Assets (the "Increased Basket") as reflected on the most recent annual or quarterly consolidated balance sheet, and provided further that, at the time of such sale, such Subsidiary shall not ---------------- own, directly or indirectly, any shares of stock of, or any other continuing investment in, any other Subsidiary (unless all of the shares of stock of such other Subsidiary owned, directly or indirectly, by the Company and all Subsidiaries are simultaneously being sold as permitted by this paragraph 6C(4)), or any shares of stock of the Company. The Increased Basket for the Stock Sale Restriction shall apply during the 12- month period following the month in which the Option is exercised. Thereafter, the Initial Basket shall apply. B. Paragraph 6C(5)(v) is hereby deleted in its entirety and replaced, in lieu thereof, with the following: "6C(5)(v) The Company or any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to any Person (the "Asset Sale Restriction"), provided, that: (a) such assets together with (b) all other -------- assets of the Company and its Subsidiaries sold, leased, transferred or otherwise disposed of during the preceding 12-month period, and (c) the assets of all Subsidiaries the stock or Debt of which has been sold or otherwise disposed of during the preceding 12-month period pursuant to the first proviso of paragraph 6C(4) (in each transaction measured by the greater of book value or Fair Market Value), does not represent more than the Initial Basket as reflected on the most recent annual or quarterly consolidated balance sheet; provided further, that, in the event that the ---------------- first option to purchase certain assets (the "Option") from the Company or its Subsidiaries as defined in and pursuant to that certain Option and Asset Purchase Agreement dated November 14, 1997, by and between Mountain Gas Resources, Inc. and the Company and RIS Resources (USA) Inc. ("Option Agreement") is exercised in accordance with the Option Agreement by July 1, 1998, then for any sales, leases, transfers or other dispositions (including any sale pursuant to the Option Agreement) of any of the assets of Company or any Subsidiary during the 12-month period following the end of the month in which the Option is exercised, the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to any Person, provided, that: (a) such assets together with (b) all -------- other assets of the Company and its Subsidiaries sold, leased, transferred or otherwise disposed of during the preceding 24-month period, and (c) the assets of all Subsidiaries the stock of which has been sold or otherwise disposed of during the preceding 24-month period pursuant to paragraph 6C(4)(ii) (in each transaction measured by the greater of book value or Fair Market Value), does not represent more than the Increased Basket. The Increased Basket for the Asset Sale Restriction shall apply during the 12- month period following the month in which the Option is exercised. Thereafter, the Initial Basket for the Asset Sale Restriction shall apply. II. THE OPTION IS NOT A LIEN. ------------------------ A. For the purpose of clarification, the parties hereto agree that the Option does not constitute a Lien. III.

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than to the Borrower a Company or another Subsidiary (except that non-Mxxxxx Matson Subsidiaries may not issue xxxxx shares of capital stock to Mxxxxx Matson or a Mxxxxx SubsidiaryMatson Subsidiaxx), and except that xnd excxxx xxat (ai) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (bii) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower Company and any Subsidiary may be sold as an entirety to any third party for a consideration which represents fair value (as determined in good faith by its board Board of directorsDirectors) at the time of such sale; provided, -------- however, that such the securities or other obligations may only be so sold shall constitute ------- assets subject to the limitations and other provisions of Section 7.04paragraph 6B(3); and provided, further, that, at the time of such sale, such Subsidiary shall not -------- ------- own, directly or indirectly, any shares of stock or Debt or other obligations of any other Subsidiary or of the Borrower Company (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6B(9).);

Sale of Stock and Debt of Subsidiaries. The Without the prior written consent of the Required Lenders, which consent shall be at the sole discretion of the Required Lenders, the Borrower shall not, not and shall not permit any Subsidiary to, to sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations Indebtedness of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than except to the Borrower or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations Indebtedness of any Subsidiary at the time owned by or owed to the Borrower and any Subsidiary all Subsidiaries may be sold as an entirety to any third party for a cash consideration which represents the fair value (as determined in good faith by its board the Board of directorsDirectors of the Borrower) at the time of sale of the shares of stock and Indebtedness so sold, provided that the assets of such sale; providedSubsidiary do not constitute a substantial part of the consolidated assets of the Borrower and all Subsidiaries and that the earnings of such Subsidiary shall not have constituted a substantial part of Consolidated Net Earnings for any of the three fiscal years then most recently ended, however, that such securities or other obligations may only be sold subject to the limitations and other provisions of Section 7.04; and provided, further, further provided that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt or other obligations Indebtedness of any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations Indebtedness of such other Subsidiary owned, directly or indirectly, by the Borrower and all Subsidiaries are simultaneously being sold as permitted by this Section 7.117.5). As used in Section 7.4, Section 7.5, Section 7.6 and Section 8.1(j), a "substantial part of" the consolidated assets of the Borrower and all Subsidiaries shall mean assets which, as a whole, (x) constitute more than 10% of Consolidated Total Assets or (y) contributed more than 15% of Consolidated Net Earnings for any one or more of the three prior fiscal years of the Borrower.

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than except to the Borrower Company or another Wholly Owned Subsidiary (except that non-Mxxxxx Subsidiaries the Company may sell the stock of WGRS if and only if, notwithstanding any other provision of this Agreement, such sale is made on or prior to December 31, 1999, the Company receives a Net Proceeds Amount of not issue shares less than $86,000,000, the Company shall make a Required Offer to the holders of capital stock the Notes in the amount of at least 5.40% of such Net Proceeds Amount pursuant to Mxxxxx paragraph 4E(1), and no Default or a Mxxxxx SubsidiaryEvent of Default shall have occurred and be continuing at the time of such sale or after giving effect thereto), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary (other than WGRS) at the time owned by or owed to the Borrower Company and any Subsidiary all Subsidiaries may be sold as an entirety to any third party for a cash consideration which represents the fair value (as determined in good faith by its board the Board of directorsDirectors of the Company) at the time of such sale; providedsale of the shares of stock and Debt so sold, however, that such securities or other obligations may only be sold subject to the limitations and other provisions of Section 7.04; and provided, further, provided that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of, or any other obligations of continuing investment in, any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6C(4)), or any shares of stock or Debt of the Company, and provided further that (i) the assets of such Subsidiary together with (ii) the assets of all other Subsidiaries the stock or Debt of which was sold or otherwise disposed of in the preceding 12-month period (including the assets of WGRS, if the stock of WGRS is sold) and (iii) the assets (including the Edgewood Facility and the Xxxxxxxx Facility, if the Xxxxxxxx Facility is sold) of the Company and its Subsidiaries sold, leased, transferred or otherwise disposed of pursuant to clause (v) of paragraph 6C(5) in the preceding 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not represent more than 15% of Consolidated Net Tangible Assets as reflected on the most recent annual or quarterly consolidated balance sheet, or for so long as such assets do represent more than 15% of such Consolidated Net Tangible Assets, such assets, in the case of the Company and the other Related Persons, consist solely of the shares of WGRS, the Xxxxxxxx Facility, the Edgewood Facility, equipment that is worthless or obsolete or that is replaced by equipment of equal suitability and value, inventory that is sold in the ordinary course of business and other assets or property that is sold in arm's-length transactions to third parties that are not Affiliates and are sold for fair consideration not in the aggregate in excess of $20,000,000 during any fiscal year of the Company.

Sale of Stock and Debt of Subsidiaries. The Borrower shall Each Company covenants that it will not, and shall not nor will it permit any Subsidiary to, sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities)capital stock, to any Person other than to the Borrower a Company or another Subsidiary (except that A&B-Hawaii and non-Mxxxxx Xxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx Xxxxxx or a Mxxxxx Xxxxxx Subsidiary), and except that (ai) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (bii) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower a Company and any Subsidiary may be sold as an entirety to any third party Person for a consideration which represents fair value (as determined in good faith by its board Board of directorsDirectors) at the time of such sale; provided, however, that such the securities or other -------- ------- obligations may only be so sold shall constitute assets subject to the limitations and other provisions of Section 7.04paragraph 6B(3); and provided, further, that, at the time -------- ------- of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt or other obligations of any other Subsidiary or of the Borrower a Company (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower a Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6C).;

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than except to the Borrower Company or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Wholly Owned Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower Company and any Subsidiary all Subsidiaries may be sold as an entirety to any third party for a cash consideration which represents the fair value (as determined in good faith by its board the Board of directorsDirectors of the Company) at the time of sale of the shares of stock and Debt so sold, provided that (i) the assets of such sale; providedSubsidiary -------- together with (ii) the assets of all other Subsidiaries the stock or Debt of which was sold or otherwise disposed of in the preceding 12- month period and (iii) the assets of the Company and its Subsidiaries sold, howeverleased, that such securities transferred or other obligations may only be sold subject otherwise disposed of pursuant to clause (v) of paragraph 6C(5) in the limitations preceding 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not represent more than 15% of Consolidated Net Tangible Assets as reflected on the most recent annual or quarterly consolidated balance sheet, and other provisions of Section 7.04; and provided, further, provided further that, at the time of -------- ------- such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt of, or any other obligations of continuing investment in any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6C(4)), or any shares of stock or Debt of the Company.

Sale of Stock and Debt of Subsidiaries. The Borrower shall Other than pursuant to the Collateral Documents, the Guarantor will not, and shall will not permit any Subsidiary to, sell or otherwise dispose of, or part with control of, any shares of stock of (or similar other equity securitiesinterests in) or Debt or other obligations of any Subsidiary, except that shares of stock of (or permit other equity interests in) or Debt of any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than the Company or its Subsidiaries) may be sold or otherwise disposed of to the Borrower Guarantor or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Subsidiary)is Credit Party, and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock of (or similar other equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securitiesinterests in) and Debt or other obligations of any Subsidiary (other than the Company or its Subsidiaries) at the time owned by or owed to the Borrower and Guarantor or any Subsidiary may be sold as an entirety to any third party for a cash consideration which represents the fair market value (as determined in good faith by its board the Board of directorsDirectors of the Guarantor) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided that the Guarantor or such Subsidiary complies with Section 5.5 with respect to such sale; provided, howeverand further provided that, that such securities or other obligations may only be sold subject to the limitations and other provisions of Section 7.04; and provided, further, thatin any event, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock of (or other equity interests in) or Debt or other obligations of any other Subsidiary or of the Borrower (unless all of the shares of stock of (or other equity interests in) and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower Guarantor and all Subsidiaries are simultaneously being sold as permitted by Section 5.5 and this Section 7.115.9). The Guarantor shall cause all Asset Sale Proceeds from any such sale, disposition or surrender of control, regardless of the amount thereof, to be deposited into the Asset Sale Proceeds Reserve Account immediately upon receipt thereof.

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than to the Borrower a Company or another Subsidiary (except that non-Mxxxxx Xxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx Xxxxxx or a Mxxxxx Xxxxxx Subsidiary), and except that (ai) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (bii) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower Company and any Subsidiary may be sold as an entirety to any third party for a consideration which represents fair value (as determined in good faith by its board Board of directorsDirectors) at the time of such sale; provided, however, that such the -------- ------- securities or other obligations may only be so sold shall constitute assets subject to the limitations and other provisions of Section 7.04paragraph 6B(3); and provided, further, -------- ------- that, at the time of such sale, such Subsidiary shall not own, directly or indirectly, any shares of stock or Debt or other obligations of any other Subsidiary or of the Borrower Company (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6B(9).);

Sale of Stock and Debt of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations of any Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than except to the Borrower Company or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Wholly Owned Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations of any Subsidiary at the time owned by or owed to the Borrower Company and any Subsidiary all Subsidiaries may be sold as an entirety to any third party for a cash consideration which represents the fair value (as determined in good faith by its board the Board of directorsDirectors of the Company) at the time of sale of the shares of stock and Debt so sold, provided that (i) the assets of such sale; providedSubsidiary together -------- with (ii) the assets of all other Subsidiaries the stock or Debt of which was sold or otherwise disposed of in the preceding 12-month period and (iii) the assets of the Company and its Subsidiaries sold, howeverleased, that such securities transferred or other obligations may only be sold subject otherwise disposed of pursuant to clause (v) of paragraph 6C(5) in the limitations preceding 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not represent more than 15% of Consolidated Net Tangible Assets as reflected on the most recent annual or quarterly consolidated balance sheet, and other provisions of Section 7.04; and provided, further, provided further that, at the time of such sale, such Subsidiary -------- ------- shall not own, directly or indirectly, any shares of stock or Debt of, or any other obligations of continuing investment in any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations of such other Subsidiary owned, directly or indirectly, by the Borrower Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6C(4)), or any shares of stock or Debt of the Company.

Sale of Stock and Debt of Subsidiaries. The Borrower shall Company covenants that it will not, and shall not nor will it permit any Restricted Subsidiary to, sell or otherwise dispose of, or part with control of, any shares of stock (or similar equity securities) or Debt or other obligations Indebtedness of any Restricted Subsidiary, or permit any Subsidiary to issue shares of its stock (or similar equity securities), to any Person other than except to the Borrower Company or another Subsidiary (except that non-Mxxxxx Subsidiaries may not issue shares of capital stock to Mxxxxx or a Mxxxxx Restricted Subsidiary), and except that (a) the Property Subs may sell or otherwise dispose or part with control of all shares of stock (or similar equity securities) of special purpose Subsidiaries (i.e., Subsidiaries established to hold and develop real property only for specific development projects) if such sale or disposition is made in the ordinary course of their Property Development Activities and (b) all shares of stock (or similar equity securities) and Debt or other obligations Indebtedness of any Restricted Subsidiary at the time owned by or owed to the Borrower Company and any Subsidiary all Restricted Subsidiaries may be sold as an entirety to any third party for a cash consideration which represents the fair value (as determined in good faith by its board the Board of directorsDirectors of the Company) at the time of sale of the shares of stock and Indebtedness so sold, provided that the assets of such sale; providedRestricted Subsidiary do not constitute a substantial part of the consolidated assets of the Company and all Restricted Subsidiaries and that the earnings of such Restricted Subsidiary shall not have constituted a substantial part of Consolidated Net Earnings for any of the three fiscal years then most recently ended, however, that such securities or other obligations may only be sold subject to the limitations and other provisions of Section 7.04; and provided, further, further provided that, at the time of such sale, such Restricted Subsidiary shall not own, directly or indirectly, any shares of stock or Debt or other obligations Indebtedness of any other Subsidiary or of the Borrower (unless all of the shares of stock and Debt or other obligations Indebtedness of such other Subsidiary owned, directly or indirectly, by the Borrower Company and all Subsidiaries are simultaneously being sold as permitted by this Section 7.11paragraph 6E). As used in paragraphs 6E, 6F and 7A(xii), a "substantial part of" the consolidated assets of the Company and all Subsidiaries shall mean assets which, as a whole, (x) constitute more than 10% of Consolidated Total Assets or (y) contributed more than 15% of Consolidated Net Earnings for any one or more of the three prior fiscal years of the Company.