Common use of Creation of Subsidiaries Clause in Contracts

Creation of Subsidiaries. Section 4.07 of the Indenture provides that the Company may not create any Subsidiaries. Proceeds of Asset Sales. Section 4.08 of the Indenture provides that the Company shall not consummate any Asset Sale unless (i) the consideration in respect of such Asset Sale is at least equal to the Fair Market Value of the assets sold or otherwise disposed of (which shall be as determined by the Company's Board of Directors unless such Asset Sale is in excess of U.S.$5,000,000 in which case a fairness opinion from a nationally recognized investment banking firm will be required), (ii) at least 85% of the value of the consideration therefrom received by the Company is in the form of cash or Cash Equivalents or the assumption by the Person acquiring the assets in such Asset Sale of Indebtedness of the Company with the effect that the Company shall not have any obligation with respect to such Indebtedness and (iii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or be anticipated to occur. Limitations on Transactions with Affiliates. Section 4.09 of the Indenture provides that the Company shall not enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property, the rendering of any service or the lending of any funds) with or for the benefit of any of its Affiliates (an "Affiliate Transaction"), except in good faith and on terms that are fair and reasonable to the Company and no less favorable to the Company than those that could have been obtained in a comparable transaction on an arm's length basis from a Person that is not an Affiliate. Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other aggregate market value in any fiscal year in excess of U.S.$1,000,000 must be approved prior to the consummation thereof by the Board of Directors of the Company and evidenced by a Board Resolution stating that such Board of Directors has, in good faith, determined that such transaction complies with the foregoing provisions. The foregoing restrictions will not apply to Permitted Affiliate Transactions.

Creation of Subsidiaries. Section 4.07 of the Indenture provides that the Company may not create any Subsidiaries. Proceeds of Asset Sales. Section 4.08 of the Indenture provides that the Company shall not consummate any Asset Sale unless (i) the consideration in respect of such Asset Sale is at least equal to the Fair Market Value of the assets sold or otherwise disposed of (which shall be as determined by the Company's Board of Directors Directors, unless such Asset Sale is in excess of U.S.$5,000,000 U.S.$5,000,000, in which case a fairness opinion from a nationally recognized investment banking firm will be required), (ii) at least 85% of the value of the consideration therefrom received by the Company is in the form of cash or Cash Equivalents or the assumption by the Person acquiring the assets in such Asset Sale of Indebtedness of the Company with the effect that the Company shall not have any obligation with respect to such Indebtedness and (iii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or be anticipated to occur. Limitations on Transactions with Affiliates. Section 4.09 of the Indenture provides that the Company shall not enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property, the rendering of any service or the lending of any funds) with or for the benefit of any of its Affiliates (an "Affiliate Transaction"), except in good faith and on terms that are fair and reasonable to the Company and no less favorable to the Company than those that could have been obtained in a comparable transaction on an arm's length basis from a Person that is not an Affiliate. Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other aggregate market value in any fiscal year in excess of U.S.$1,000,000 must be approved prior to the consummation thereof by the Board of Directors of the Company and evidenced by a Board Resolution stating that such Board of Directors has, in good faith, determined that such transaction complies with the foregoing provisions. The foregoing restrictions will not apply to Permitted Affiliate Transactions.