Common use of Limitation on Sale of Assets and Subsidiary Stock Clause in Contracts

Limitation on Sale of Assets and Subsidiary Stock. For so long as any shares of Convertible Preferred Stock are issued and outstanding, the corporation will not, and will not permit any of its Subsidiaries to, engage in an Asset Sale, unless (i) the corporation or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (which, if it exceeds $1,000,000, shall be determined by (i) the Board of Directors and set forth in a Board Resolution delivered to the Holders or (ii) to the extent any such Asset Sale involves a sale to a Holder, the Special Committee and set forth in a resolution delivered to the Holders) of the assets (including, if appropriate, Equity Interests) disposed of or issued, as appropriate, and (ii) at least 75% of the consideration therefor received by the corporation or such Subsidiary is in the form of cash or Cash Equivalents; provided, however, that the 75% limitation referred to above shall not apply to any Asset Sale in which the cash portion of the consideration received therefor, determined in accordance with the following sentence, is equal to or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation.