Acquisitions, Sales Sample Clauses
The "Acquisitions, Sales" clause governs the procedures and conditions under which a party may acquire or sell assets, shares, or interests related to the agreement. It typically outlines the requirements for notification, approvals, and any restrictions or obligations that must be met before such transactions can occur. For example, it may require a party to obtain written consent from the other party before selling a significant portion of its business or assets. This clause serves to protect the interests of all parties by ensuring transparency and control over significant changes in ownership or asset disposition, thereby reducing the risk of unexpected changes that could affect the agreement's performance or value.
Acquisitions, Sales a) sale, transfer, lease (as lessor or in respect of real property) or other disposition of assets (including equity interests in a Subsidiary) other than such sales, transfers, leases or other dispositions with a value for accounting purposes (i) less than USD 1,000,000, or (ii) between USD 1,000,000 and USD 10,000,000 except to the extent prior notice is provided to Expedia, Inc. and such sale, transfer, lease or other disposition would be permitted under Expedia, Inc.’s credit facilities; or any merger of, or sale of all or substantially all of the assets of, any Subsidiary (except to the extent prior notice is provided to Expedia, Inc. and such merger or sale is permitted under Expedia, Inc.’s credit facilities);
b) liquidating or dissolving the Company or any Subsidiary;
Acquisitions, Sales. Not, and not permit any other Loan Party to, (a) be a party to, or make, an Acquisition of any other Person if such Person is not engaged in the same line of business as the Companies, or in instances where such Person(s) are in the same line of business as the Companies, then only if (I) such Acquisition is in an amount not to exceed $50,000,000 for any individual Acquisition or $65,000,000 in the aggregate during any Fiscal Year, (II) no Default or Event of Default shall then exist or would exist after giving effect thereto, (III) the Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent and the Required Lenders that the Loan Parties will be in compliance on a pro forma basis with all of the terms and provisions of the financial covenants set forth in Section 11.13 as of the end of the most recently ended Fiscal Quarter after giving effect to such Acquisition, (IV) the Person to be acquired has EBITDA for the most recent four fiscal quarters prior to the acquisition date for which financial statements are available in an amount greater than $0, and (V) such acquisition is not a “hostile” acquisition and has been approved by the Board of Directors and/or shareholders of the applicable Loan Party and the Person to be acquired; (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business; or (c) sell or assign with or without recourse any receivables; except that the limitations in (a) through (c) above shall not apply to: (i) any such Acquisition, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into a Company or into any other domestic Wholly- Owned Subsidiary; (ii) any such purchase or other acquisition by a Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary; (iii) sales and dispositions to Loan Parties, and (iv) sales and dispositions of assets (including the Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of such Company) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $5,000,000 in the aggregate.
Acquisitions, Sales. Not, and not permit any other Loan Party to, (a) be a party to, or make, an Acquisition of any other Person if such Person is not engaged in the same line of business as the Company, or in instances where such Person(s) are in the same line of business as the Company, then only if (I) such Acquisition is in an amount not to exceed $50,000,000 for any individual Acquisition or $65,000,000 in the aggregate during any Fiscal Year, (II) no Default or Event of Default shall then exist or would exist after giving effect thereto, (III) the Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent and the Required Lenders that (A) the Loan Parties will be in compliance on a pro forma basis with all of the terms and provisions of the financial covenants set forth in Section 11.13 as of the end of the most recently ended Fiscal Quarter and (B) the Leverage Ratio shall be less than or equal to 2.0 to 1.0 after giving effect to such Acquisition, (IV) the Person to be acquired has EBITDA for the most recent four fiscal quarters prior to the acquisition date for which financial statements are available in an amount greater than $0, and (V) such acquisition is not a “hostile” acquisition and has been approved by the Board of Directors and/or shareholders of the applicable Loan Party and the Person to be acquired; (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business; or (c) sell or assign with or without recourse any receivables; except that the limitations in (a) through (c) above shall not apply to: (i) any such Acquisition, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary; (iii) sales and dispositions to Loan Parties, and (iv) sales and dispositions of assets (including the Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $5,000,000 in the aggregate.