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

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of to the Guarantor or another Subsidiary, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) at the time owned by or owed to the Guarantor or any Subsidiary may be sold as an entirety for a cash consideration which represents the fair market value (as determined in good faith by the Board of Directors of the Guarantor) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided that the assets of such Subsidiary do not constitute more than 10% of Consolidated Total Assets at the beginning of the fiscal year in which such sale or disposition is to occur and that such Subsidiary shall not have contributed more than 10% of EBITDA for any of the three fiscal years then most recently ended, unless such transaction shall be subject to, and in compliance with, Section 5.5, and further provided that, in any event, at the time of sale, such Subsidiary shall not own, directly or indirectly, any shares of stock of (or other equity interests in) or Debt of any other Subsidiary (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor and all Subsidiaries are simultaneously being sold as permitted by this Section 5.9).

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of to the Guarantor Company or another Wholly Owned Subsidiary, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) at the time owned by or owed to the Guarantor or any Subsidiary Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair market value (as determined in good faith by the Board of Directors of the GuarantorCompany) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided 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 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 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not constitute represent more than 1015% of Consolidated Total Net Tangible Assets at as reflected on the beginning of the fiscal year in which such sale most recent annual or disposition is to occur and that such Subsidiary shall not have contributed more than 10% of EBITDA for any of the three fiscal years then most recently ended, unless such transaction shall be subject toquarterly consolidated balance sheet, and in compliance with, Section 5.5, and provided further provided that, in 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 of of, or any other continuing investment in any other Subsidiary (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor Company and all Subsidiaries are simultaneously being sold as permitted by this Section 5.9paragraph 6C(4)), or any shares of stock or Debt of the Company.

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell (i) Sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of to the Guarantor Company or another Wholly Owned Subsidiary, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) at the time owned by or owed to the Guarantor or any Subsidiary Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair market value (as determined in good faith by the Board of Directors of the GuarantorCompany) at the time of sale of the shares of stock or other equity interests and Debt so soldsold (the "Stock Sale Restriction"), provided 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 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 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not constitute represent more than 1015% of Consolidated Total Net Tangible Assets at as reflected on the beginning of most recent annual or quarterly consolidated balance sheet (the fiscal year in which such sale or disposition is to occur "Initial Basket"); and that such Subsidiary shall not have contributed more than 10% of EBITDA for any of the three fiscal years then most recently ended, unless such transaction shall be subject to, and in compliance with, Section 5.5, and provided further provided that, in 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 of of, or any other continuing investment in, any other Subsidiary (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor Company and all Subsidiaries are simultaneously being sold as permitted by this Section 5.9paragraph 6C(4)), or any shares of stock or Debt of the Company.

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell (i) Sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of to the Guarantor Company or another Wholly Owned Subsidiary, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) at the time owned by or owed to the Guarantor or any Subsidiary Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair market value (as determined in good faith by the Board of Directors of the GuarantorCompany) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided 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 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 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not constitute represent more than 1015% of Consolidated Total Net Tangible Assets at as reflected on the beginning of the fiscal year in which such sale most recent annual or disposition is to occur and that such Subsidiary shall not have contributed more than 10% of EBITDA for any of the three fiscal years then most recently ended, unless such transaction shall be subject toquarterly consolidated balance sheet, and in compliance with, Section 5.5, and provided further provided that, in 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 of of, or any other continuing investment in any other Subsidiary (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor Company and all Subsidiaries are simultaneously being sold as permitted by this Section 5.9paragraph 6C(4)), or any shares of stock or Debt of the Company.

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of such Dravo Party, except to the Guarantor such Dravo Party or another SubsidiarySubsidiary of such Dravo Party, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) of such Dravo Party at the time owned by or owed to the Guarantor or any Subsidiary such Dravo Party and its Subsidiaries may be sold as an entirety for a cash consideration which represents the fair market value (as determined in good faith by the Board of Directors of the Guarantorsuch Dravo Party) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided that the assets of such Subsidiary do not constitute more than 10% of Consolidated Total Assets at the beginning consolidated assets of the fiscal year in which such sale or disposition is to occur Dravo and all of its Subsidiaries and that the earnings of such Subsidiary shall not have contributed more than 10% of EBITDA the Consolidated Net Earnings of Dravo and its Subsidiaries for any of the three fiscal years then most recently ended, unless such transaction shall be subject to, and in compliance with, Section 5.5, and further provided that, in 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 of any other Subsidiary of such Dravo Party (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor such Dravo Party and all of its Subsidiaries are simultaneously being sold as in a transaction permitted by this Section 5.95.03(a)(iii).); provided, however, that the foregoing provisions of this Section 5.03(a)(iii) shall not apply to any Discontinued Subsidiary. (iv)

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of to the Guarantor Company or another Wholly Owned Subsidiary, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) at the time owned by or owed to the Guarantor or any Subsidiary Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair market value (as determined in good faith by the Board of Directors of the GuarantorCompany) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided 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 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 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not constitute represent more than 1015% of Consolidated Total Net Tangible Assets at as reflected on the beginning of the fiscal year in which such sale most recent annual or disposition is to occur and that such Subsidiary shall not have contributed more than 10% of EBITDA for any of the three fiscal years then most recently ended, unless such transaction shall be subject toquarterly consolidated balance sheet, and in compliance with, Section 5.5, and provided further provided that, in 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 of of, or any other continuing investment in any other Subsidiary (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor Company and all Subsidiaries are simultaneously being sold as permitted by this Section 5.9paragraph 6C(4)), or any shares of stock or Debt of the Company.

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell Sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of to the Guarantor Company or another Subsidiary, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) at the time owned by or owed to the Guarantor or any Subsidiary Company and all Subsidiaries may be sold as an entirety for a cash such consideration which represents the fair market value (as - 14 - determined in good faith by the Board of Directors of the GuarantorCompany) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided that that, the assets of such Subsidiary Subsidiary, together with the assets of any other Subsidiaries sold or otherwise disposed of during the most recent 36-month rolling period, do not constitute more than 10% of Consolidated Total Assets at the beginning a Substantial Part of the fiscal year in which such sale or disposition is to occur consolidated assets of the Company and its Subsidiaries and that such Subsidiary Subsidiary, together with any other Subsidiaries sold or otherwise disposed of during the most recent 36-month period, shall not have contributed more than 10% a Substantial Part of EBITDA Consolidated Net Earnings for any of the three fiscal years then most recently ended, unless such transaction shall be subject to, and in compliance with, Section 5.5, and further provided that, in 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 of any other Subsidiary (unless all al of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor Company and all Subsidiaries its Subsidiary are simultaneously being sold as permitted by this Section 5.9paragraph 6B(3).);

Sale of Stock and Debt of Subsidiaries. The Other than pursuant to the Collateral Documents, the Guarantor will not, and will not permit any Subsidiary to, sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the CompanyCompany or its Subsidiaries) may be sold or otherwise disposed of to the Guarantor or another SubsidiarySubsidiary that is a Credit Party, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the CompanyCompany or its Subsidiaries) at the time owned by or owed to the Guarantor or any Subsidiary may be sold as an entirety for a cash consideration which represents the fair market value Fair Market Value (as determined in good faith by the Board of Directors of the Guarantor) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided that the assets of Guarantor or such Subsidiary do not constitute more than 10% of Consolidated Total Assets at the beginning of the fiscal year in which complies with Section 5.5 with respect to such sale or disposition is to occur and that such Subsidiary shall not have contributed more than 10% of EBITDA for any of the three fiscal years then most recently ended, unless such transaction shall be subject to, and in compliance with, Section 5.5sale, and further provided that, in 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 of any other Subsidiary (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor and all Subsidiaries are simultaneously being sold as permitted by Section 5.5 and this Section 5.9).

Sale of Stock and Debt of Subsidiaries. The Guarantor will not, and will not permit any Subsidiary to, sell (i) Sell or otherwise dispose of, or part with control of, any shares of stock of (or other equity interests in) or Debt of any Subsidiary, except that shares of stock of (or other equity interests in) or Debt of any Subsidiary (other than the Company) may be sold or otherwise disposed of to the Guarantor Company or another Wholly Owned Subsidiary, and except that all shares of stock of (or other equity interests in) and Debt of any Subsidiary (other than the Company) at the time owned by or owed to the Guarantor or any Subsidiary Company and all Subsidiaries may be sold as an entirety for a cash consideration which represents the fair market value (as determined in good faith by the Board of Directors of the GuarantorCompany) at the time of sale of the shares of stock or other equity interests and Debt so sold, provided 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 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 12-month period (in each transaction measured by the greater of book value or Fair Market Value), do not constitute represent more than 1015% of Consolidated Total Net Tangible Assets at as reflected on the beginning of the fiscal year in which such sale most recent annual or disposition is to occur and that such Subsidiary shall not have contributed more than 10% of EBITDA for any of the three fiscal years then most recently ended, unless such transaction shall be subject toquarterly consolidated balance sheet, and in compliance with, Section 5.5, and provided further provided that, in 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 of of, or any other continuing investment in any other Subsidiary (unless all of the shares of stock of (or other equity interests in) and Debt of such other Subsidiary are owned, directly or indirectly, by the Guarantor Company and all Subsidiaries are simultaneously being sold as permitted by this Section 5.9paragraph 6C(4)), or any shares of stock or Debt of the Company.