Additional Assets. Revenue earned by Seller from the Revenue Sources in connection with additional Assets as listed in Schedule A, if any, will be paid to SongVest and will be calculated on the Percentage Interest on Schedule A.
Additional Assets. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guarantor (or any Restricted Subsidiary) may apply those Net Proceeds at its option to any combination of the following:
(I) to prepay, repay, redeem or repurchase Secured Indebtedness; provided, however, that, in connection with any prepayment, repayment, redemption repurchase of Indebtedness pursuant to this clause (I), the Parent Guarantor or such Restricted Subsidiary will retire such Indebtedness and, in the case of revolving Indebtedness, will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so retired;
(II) to purchase Notes;
(III) purchase or repay on a permanent basis other Indebtedness (excluding (i) any Subordinated Indebtedness and (ii) any Notes or other Indebtedness owed to the Issuer or an Affiliate of the Issuer); provided that the Issuer shall equally and ratably redeem or purchase Notes as described under “—Optional Redemption,” through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Offer) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;
(IV) to invest in or acquire Additional Assets; or
(V) to make capital expenditures in respect of the Parent Guarantor’s or its Restricted Subsidiaries’ Permitted Business. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second preceding paragraph will constitute “Excess Proceeds.” If on the 366th day after an Asset Sale the aggregate amount of Excess Proceeds then exceeds $25.0 million, within five days after such date, the Issuer will make an offer (the “Asset Sale Offer”) to all Holders of Notes, and all holders of other Indebtedness that is Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem on a pro rata basis (based on principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered) the maximum principal amount of Notes and such other Pari Passu Indebtedness...
Additional Assets. Within ten (10) days after receipt of written notice from the Administrative Agent, the Borrower and any Subsidiary Loan Party shall execute such security agreements, collateral assignments, deeds of trust, mortgages, pledge agreements, or similar agreements, and take all such necessary steps (including filings and recordings with appropriate governmental offices), all at the Borrower’s expense, as may be reasonably requested by the Administrative Agent to obtain on behalf of the Lenders a Lien against any presently existing or hereafter acquired material asset of the Borrower and each Subsidiary Loan Party.
Additional Assets. Within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, Parent or such Restricted Subsidiary, as the case may be, shall apply, at its option, directly or indirectly, an amount equal to 100% of the Net Available Cash from such Asset Disposition:
Additional Assets. Following the indefeasible payment in full of all Obligations (as defined in Amendment No. 3, dated September 21, 1999, to the Revolving Credit, Term Loan and Security Agreement, dated as of March 12, 1998, among Seller, the lenders named therein and PNC Bank, National Association, as agent) and the indefeasible payment in full of all obligations of Seller to Albion Alliance Mezzanine Fund, L.P., The Equitable Life Assurance Society of the United States, and Cellu Tissue Holdings, Inc., respectively, and provided that Buyer is not in default of any of its obligations under this Agreement, if there shall be any outstanding trade payables (the "Seller Trade Payables") owed to Buyer by Seller, Buyer shall at any time thereafter have the right, in its sole discretion, to take possession of any current assets or non-current assets of Seller (the "Additional Assets") in satisfaction of the Seller Trade Payables; provided, however, that the aggregate value of the Additional Assets shall not exceed the total amount of Seller Trade Payables.
Additional Assets. Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation.
Additional Assets. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.5, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.
Additional Assets. If additional assets or rights forming a part of, used in or intended to be used in, or necessary in the conduct of, the Business, other than Excluded Assets, are identified post-Closing as not having been adequately transferred to Buyer, Seller shall promptly transfer and assign to Buyer such assets or rights without additional consideration.
Additional Assets. (a) Upon the terms and subject to the conditions hereinafter set forth, the Buyer shall have the right, but not the obligation, to purchase any of the Additional Assets, if and to the extent Seller decides to sell such Additional Assets. The Buyer may exercise its Right of First Offer at any time, within the Offer Period, in respect of any of the Additional Assets. Shipping terms shall be FOB at Seller’s premesis by submitting a purchase order to Seller, for payment and delivery (i) within two (2) Business Days of Buyer receiving a payment for such Additional Assets that constitute inventory, and (ii) within thirty (30) business days of the date on the relevant purchase order. Buyer hereby agrees that it shall be responsible for all shipping costs, insurance fee and tariffs of Additional Assets and shall be deemed to have received such Additional Assets upon pick-up from Seller’s premises.
(b) The Parties agree that the Additional Assets shall only include those assets specifically identified in writing by Seller, which Seller will provide to Buyer on or before Decemeber 6, 2010. Without derogating from the foregoing, Seller shall have up to 180 days from the Closing Date to sell its inventory in the event that the Company chooses not to exercise its Right of First Offer in this respect, and accordingly, such sale of inventory shall not be deemed a breach of any non-compete covenants binding upon Seller and/or its shareholders.
Additional Assets. Commencing on the date of this Agreement and ending on December 31, 2021, the parties hereto hereby agree that Versant Venture Management shall use commercially reasonable efforts to propose to the Company at least three (3) bona fide opportunities to acquire or license (through an asset or stock purchase, licensing agreement, merger or other business combination or strategic transaction) the rights to an asset intended to treat at least one back-of-the-eye indication in humans (each, a “Proposed Transaction”), in each case to the extent (a) Versant Venture Management has, in its reasonable, good faith judgment, identified any such Proposed Transaction, (b) Versant Venture Management is not prohibited from offering such Proposed Transaction to the Company due to applicable law or contractual limitations with a third party (and if the applicable contractual limitations are in the nature of confidentiality obligations, Versant Venture Management and the Company shall, if permitted, negotiate in good faith confidentiality obligations that would permit Versant Venture Management to disclose such Proposed Transaction to the Company), and (c) doing so would not cause any member of the Versant Group to violate any fiduciary duty that such member may own to another entity.
