GIS » Topics » Disposition of Assets; Consolidations and Mergers

This excerpt taken from the GIS 8-K filed Oct 15, 2007.
Disposition of Assets; Consolidations and Mergers.  The Company shall not, and shall not suffer or permit any of its Subsidiaries to, (i) directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, or (ii) merge or consolidate with or into any Person, except:

(a)  dispositions of inventory, or used, worn-out or surplus Property, all in the Ordinary Course of Business;

 

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(b)  the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;

(c)  dispositions of accounts and notes receivable, with or without recourse; provided that at no time shall the aggregate outstanding face amount of accounts and notes receivable disposed of pursuant to this Section 7.02(c) exceed $1,000,000,000; and

(d)  other dispositions of Property during the term of this Agreement whose net book value, together with any dispositions permitted under subsection 7.02(c), in the aggregate shall not exceed twenty percent (20%) of the Company’s total assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter.

This excerpt taken from the GIS 8-K filed Aug 7, 2007.
Disposition of Assets; Consolidations and Mergers. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, (i) directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, or (ii) merge or consolidate with or into any Person, except:

(a)    dispositions of inventory, or used, worn-out or surplus Property, all in the Ordinary Course of Business;

(b)    the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;

(c)    dispositions of accounts and notes receivable, with or without recourse; provided that at no time shall the aggregate outstanding face amount of accounts and notes receivable disposed of pursuant to this Section 7.02(c) exceed $1,000,000,000; and

(d)    other dispositions of Property during the term of this Agreement whose net book value, together with any dispositions permitted under subsection 7.02(c), in the aggregate shall not exceed twenty percent (20%) of the Company’s total assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter.

This excerpt taken from the GIS 8-K filed Oct 17, 2006.
Disposition of Assets; Consolidations and Mergers. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, (i) directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, or (ii) merge or consolidate with or into any Person, except:

(a)   dispositions of inventory, or used, worn-out or surplus Property, all in the Ordinary Course of Business;

(b)   the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;

 

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(c)   dispositions of accounts and notes receivable, with or without recourse; provided that at no time shall the aggregate outstanding face amount of accounts and notes receivable disposed of pursuant to this Section 7.02(c) exceed $1,000,000,000; and

(d)   other dispositions of Property during the term of this Agreement whose net book value, together with any dispositions permitted under subsection 7.02(c), in the aggregate shall not exceed twenty percent (20%) of the Company’s total assets as shown on its consolidated balance sheet for its most recent prior fiscal quarter.

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