ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or otherwise acquire the assets or business of any person or other entity; or liquidate, dissolve, merge or consolidate, or commence any proceedings therefor; or sell any assets except in the ordinary and normal course of its business as now conducted; or sell, lease, assign, or transfer any substantial part of its business or fixed assets, or any property or other assets necessary for the continuance of its business as now conducted, including without limitation the selling of any property or other asset accompanied by the leasing back of the same.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or otherwise acquire the assets or business of any person or other entity with an acquisition price in excess of $1,000,000; or liquidate, dissolve, merge or consolidate, or commence any proceedings therefor; or sell any assets except in the ordinary and normal course of its business as now conducted; or sell, lease, assign, or transfer any substantial part of its business or fixed assets, or any property or other assets necessary for the continuance of its business as now conducted, including without limitation the selling of any property or other asset accompanied by the leasing back of the same.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or otherwise acquire the assets or business of any person or other entity; or liquidate, dissolve, merge or consolidate, or commence any proceedings therefore; or, except in the ordinary and normal course of its business, sell (including without limitation the selling of any property or other asset accompanied by leasing back of same) any property or assets. Upon any sale of any property or assets not permitted hereunder, Borrower shall pay to Bank, immediately upon receipt by Borrower, all of the net proceeds of such sale, for application by Bank to the outstanding obligations of Borrower under the Loan Documents in such manner as Bank shall deem appropriate.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or otherwise acquire the assets or business of any person or other entity; or liquidate, dissolve, merge or consolidate, or commence any proceedings therefor; or sell any assets except in the ordinary and normal course of its business as now conducted; or sell, lease, assign, or transfer any substantial part of its business or fixed assets, (excluding the leasing or contributions of equipment to venture partners) or any property or other assets necessary for the continuance of its business as now conducted (other than the sublicensing of Borrower's technology), including without limitation the selling of any dividends, property or other asset accompanied by the leasing back of the same.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Except as and to the extent permitted under section 6.3, purchase or otherwise acquire the stock, shares, or other securities, or substantially all of the assets or business, of any person or other entity; or liquidate, dissolve, merge, consolidate, reorganize, recapitalize or otherwise alter its legal status or commence any proceedings therefor; or sell, lease, transfer, or dispose of, in any way, any personal or real property assets, except assets sold or leased in the ordinary and normal course of business; or assign or transfer any substantial part of its intangible business rights necessary for the continuance of its business as now conducted or planned. Notwithstanding the foregoing, this section 6.4 shall not prohibit: (a) any merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; or (c) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as determined prior to such sale or disposition by the Company's Board of Directors) so long as the net book value of all assets sold or otherwise disposed of in any fiscal year of the Company does not exceed 10% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding fiscal year.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Except in the ordinary course of business or for the betterment of the business, purchase or otherwise acquire the assets or business of any person or other entity; or liquidate, dissolve, merge or consolidate, or commence any proceedings therefor; or sell any assets except in the ordinary course of its business or for the betterment of the business; or except in the ordinary course of business or for the betterment of the business, sell, lease assign or transfer any substantial part of its business or fixed assets, or any property or other assets necessary for the continuance of its business as now conducted, including without limitation the selling of any dividends, property or other asset accompanied by the leasing back of the same.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Except in the ordinary course of business, purchase or otherwise acquire the assets or business of any person or other entity; or liquidate, dissolve, merge or consolidate, or commence any proceedings therefor; or sell any assets except in the ordinary course of its business consistent with past practices; or except in the ordinary course of business or for the betterment of the business, sell, lease, assign, or transfer any substantial part of its business or fixed assets, or any property or other assets necessary for the continuance of its business as now conducted, including without limitation the selling of any dividends, property or other asset accompanied by the leasing back of the same.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or otherwise acquire the assets or business of any person or other entity if such purchase or acquisition would cause an event of default in the terms of any other provision of this Agreement, or liquidate, dissolve, merge or consolidate, or commence any proceedings therefor; or sell any assets except in the ordinary and normal course of its business as now conducted; or sell, lease, assign, or transfer any substantial part of its business or fixed assets, or any property or other assets necessary for the continuance of its business as now conducted including without limitation the selling of any property or other asset accompanied by the leasing back of the same.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. (a) Liquidate, dissolve, merge or consolidate, or commence any proceedings therefor (unless Borrower is the surviving entity) or sell, lease, assign, or transfer any substantial part of its business or fixed assets, or any property or other assets necessary for the continuance of its business as now conducted; or
(b) Sell any assets, including without limitation the sale of any property or other asset accompanied by the leasing back of the same, other than (i) transfers of Inventory in the ordinary course of Borrower’s business; (ii) transfers of non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries; (iii) transfers of surplus, worn-out or obsolete Equipment; (iv) sales with the prior written consent of all Lenders; (v) sales in which all of the following conditions are satisfied: (I) in any calendar year, the Collateral being sold, together with the Intellectual Property Collateral abandoned or transferred pursuant to Section 4.17.2(b) of this Agreement, in the aggregate, has a fair market value at the time of abandonment, transfer or sale of less than $1,000,000, as established by evidence reasonably satisfactory to Agent; (II) the Collateral being sold is not necessary to the operation of Borrower’s business as then conducted; (III) the proposed transferee or user of the Collateral is not an Affiliate of Borrower; (TV) the proposed transferee or user of the Collateral pays Borrower an amount reasonably equivalent to the fair market value of such Collateral; and (V) Agent gives its prior written consent to such sale, which consent shall not be unreasonably withheld; or
(c) Sales authorized by Section 4.17.2(c) of this Agreement.
ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or otherwise acquire the assets or business of any person or other entity; or liquidate, dissolve, merge or consolidate, or commence any proceedings therefor, or sell any assets except in the ordinary and normal course of its business as now conducted; or sell, lease, assign, or transfer any substantial part of its business or fixed assets, or any property or other assets necessary for the continuance of its business as now conducted, including without limitation the selling of any property or other asset accompanied by the leasing back of the same and excluding the acquisition of IEX Corporation and those transactions amounting to One Million Dollars or less.
