Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”), except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment by an Loan Party or any Subsidiary of any Loan Party, any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests of any Person among two or more of the Loan Parties; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Subsidiary’s governing documents permit a Loan Party or its Subsidiary to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (K) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $15,000,000 in the aggregate for the Loan Parties and their respective Subsidiaries (provided, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent); (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Event of Default exists and no Default or Event of Default shall result from the Asset Disposition.
Appears in 1 contract
Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Restricted Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N3.1(M) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Restricted Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”), except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment by an Loan Party or any Restricted Subsidiary of any Loan Party, any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests of any Person among two or more of the Loan Parties; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment Investment, provided that that, such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) immediately after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, Borrower is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is availableSubsection 4.1 recomputed, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Restricted Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Restricted Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Restricted Subsidiary’s governing documents permit a Loan Party or its Restricted Subsidiary to approve the sale of the assets or merger of such Loan Party or Restrictive Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Restricted Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower DispositionAsset Dispositions permitted by Subsection 3.3(N); and (K) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Restricted Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value no Event of Default exists immediately before or will result immediately after such assets sold in any fiscal year of Borrower does not exceed $15,000,000 in the aggregate for the Loan Parties and their respective Subsidiaries (providedAsset Disposition, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent); (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to Borrower shall be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis immediately after giving effect to such Asset Disposition with Subsection 4.1, and (iii) except as to Asset Dispositions pursuant to call options existing on the Fourth Amendment and Restatement Date or Asset Dispositions of assets acquired after the Fourth Amendment and Restatement Date pursuant to call options entered into after the Fourth Amendment and Restatement Date by Borrower or any of its Restricted Subsidiaries that are consistent with the covenants set forth in Section 4 recomputed for practices of Borrower and its Restricted Subsidiaries on or prior to the most recently ended fiscal quarter for which information Fourth Amendment and Restatement Date, at least 60% of the EBITDA of all of Borrower’s Restricted Subsidiaries (but excluding the EBITDA of Borrower) is available; and attributable to Contributing Qualifying Subsidiaries, determined on a Pro Forma Basis immediately after giving effect to any such Asset Disposition pursuant to this clause (v) no Event of Default exists and no Default or Event of Default shall result from the Asset DispositionL).
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Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business business, Licenses or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”)acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment by an Loan Party or any Subsidiary of any Loan Party, and any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests Subsidiary of any Person among two Loan Party that is not a Guarantor or more of the an Excluded Subsidiary to another Loan PartiesParty that is not a Guarantor or an Excluded Subsidiary; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by lawApplicable Law; (E) any Asset Disposition the sale of non-core the stock or assets of any Person acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and InvestmentShentel Converged Services, Inc.; (F) asset swaps any conveyance, lease, sublease, transfer or other disposition of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such another Loan Party’s , provided, that the aggregate market value of any assets conveyed, leased, subleased, or Subsidiary’s governing documents permit a Loan Party or its Subsidiary otherwise transferred to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party may not exceed $1,000,000 over the term of this Agreement; or (G) any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (K) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value of such assets sold does not exceed $3,000,000 in any fiscal year of Borrower does not exceed or $15,000,000 over the term of this Agreement in the aggregate for the Loan Parties and their respective Subsidiaries (provided, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent)Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment assets of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Event of Default exists and no Default or Event of Default then exists or shall result from the Asset Disposition.. Credit Agreement/Shenandoah Telecommunications Company
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Disposal of Assets or Subsidiary Stock. The Loan Parties Borrower will not, and will not permit their respective any of its Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N3.1(G) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiaryof its Subsidiaries, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”)acquired, except for (Ai) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment by an Loan Party or any Subsidiary of any Loan Partyequipment, and any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock of Borrower or equity interests its Subsidiaries to Borrower or any of any Person among two or more of the Loan Partiesits wholly owned Subsidiaries; (Bii) fair market value sales of Cash Equivalents; (Ciii) leasing or subleasing of their respective its property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Subsidiary’s governing documents permit a Loan Party or its Subsidiary to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (Kiv) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (ia) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $15,000,000 3,000,000 in the aggregate for the Loan Parties Borrower and their respective Subsidiaries (provided, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent)its Subsidiaries; (iib) the consideration received by the Loan Party Borrower or such Subsidiary is at least equal to the fair market value of such assets; (iiic) the sole consideration received is cash or other equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party Borrower or such Subsidiary; (ivd) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is are in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (ve) no Event of Default exists and no Default or Event of Default then exists or shall result from the Asset Disposition.
Appears in 1 contract
Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Restricted Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N3.1(M) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Restricted Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”), except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment by an Loan Party or any Restricted Subsidiary of any Loan Party, any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests of any Person among two or more of the Loan Parties; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment Investment, provided that that, such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) immediately after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, Borrower is in compliance on a Pro forma formaForma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is availableSubsection 4.1 recomputed, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Restricted Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Restricted Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Restricted Subsidiary’s governing documents permit a Loan Party or its Restricted Subsidiary to approve the sale of the assets or merger of such Loan Party or Restrictive Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Restricted Subsidiary of the capital stock or other equity interests in any Excluded SubsidiarySubsidiary (other than the capital stock or other equity interests in CAH Holdco); (J) the Tower DispositionAsset Dispositions permitted by Subsection 3.3(N); and (K) other Asset Dispositions in an aggregate amount during each fiscal year not to exceed $5,000,000; and (L) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Restricted Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value no Event of Default exists immediately before or will result immediately after such assets sold in any fiscal year of Borrower does not exceed $15,000,000 in the aggregate for the Loan Parties and their respective Subsidiaries (providedAsset Disposition, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent); (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to Borrower shall be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma formaForma Basis immediately after giving effect to such Asset Disposition with Subsection 4.1, and (iii) except as to Asset Dispositions pursuant to call options existing on the Fourth Amendment and Restatement Date or Asset Dispositions of assets acquired after the Fourth Amendment and Restatement Date pursuant to call options entered into after the Fourth Amendment and Restatement Date by Borrower or any of its Restricted Subsidiaries that are consistent with the covenants set forth in Section 4 recomputed for practices of Borrower and its Restricted Subsidiaries on or prior to the most recently ended fiscal quarter for which information Fourth Amendment and Restatement Date, at least 60% of the EBITDA of all of Borrower’s Restricted Subsidiaries (but excluding the EBITDA of Borrower) is available; and attributable to Contributing Qualifying Subsidiaries, determined on a Pro Forma Basis immediately after giving effect to any such Asset Disposition pursuant to this clause (v) no Event of Default exists and no Default or Event of Default shall result from the Asset DispositionL).
Appears in 1 contract
Disposal of Assets or Subsidiary Stock. The Loan Parties Borrower will not, and will not permit their respective any of its Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”)of its Subsidiaries, except for (Ai) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplusequipment not used or useful in the business or otherwise obsolete and any sale, worn out or obsolete equipment by an Loan Party or any Subsidiary of any Loan Party, any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock of Borrower or equity interests of its Subsidiaries to Borrower or any Person among two or more of the Loan Partieswholly owned Subsidiary; (Bii) fair market value sales of Cash EquivalentsEquivalents or other Investments permitted by Subsection 3.3; (Ciii) leasing or subleasing of their respective its property in the ordinary course of business; (Div) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Subsidiary’s governing documents permit a Loan Party or its Subsidiary to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (K) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (ia) the aggregate market book value of such assets sold in any fiscal year one transaction or series of Borrower related transactions (excluding the Wireless Sale) for any 12-month period does not exceed $15,000,000 20% of Consolidated Net Assets determined as of the end of the immediately preceding fiscal year in the aggregate for the Loan Parties Borrower and their respective Subsidiaries its Subsidiaries, (provided, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent); (iib) the consideration received by the Loan Party Borrower or such Subsidiary is at least equal to the fair market value of such assets; , (iiic) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party other assets (other than a note or such Subsidiary; other delayed payment transaction), (ivd) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is are in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (ve) no Event of Default exists and no Default or Event of Default shall then exists or would result from the Asset Disposition; (v) the sale by Borrower or any Subsidiary of property and the subsequent lease, as lessee, of the same property, within 180 days following the acquisition or construction of such property, in an aggregate amount not to exceed $25,000,000; and (vi) an Asset Disposition if (a) the aggregate Net Proceeds of such assets disposed of under this clause (vii) does not exceed $100,000,000 from and after the Amendment Date, (b) the consideration received is at least equal to the fair market value of such assets, (c) the sole consideration received is cash or other assets (other than a note or other delayed payment transaction), (d) no Default or Event of Default then exists or would result from the Asset Disposition, (e) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (f) the proceeds from any sale under this clause (vi) are promptly used to repay the Term Loan pursuant to Subsection 1.7(C), provided that if at the time of such disposition under this clause (vi) Borrower’s Leverage Ratio is less than or equal to 2.2:1.0 for a disposition occurring on or before December 31, 2007 and less than or equal to 2.0:1.0 for a disposition occurring on or after January 1, 2008, Borrower may in lieu of repaying the Term Loan apply such proceeds to the acquisition of fixed assets or other property useful and intended to be used in the operation of the business of Borrower is Subsidiaries within 365 days of the date of sale of such assets, any remaining unapplied proceeds after such 365 days to be applied promptly to repay the Term Loan pursuant to Subsection 1.7(C).
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Disposal of Assets or Subsidiary Stock. The Loan Parties Borrower will not, -------------------------------------- and will not permit their respective any of its Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”)of its Subsidiaries, except for (Ai) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplusequipment not used or useful in the business or otherwise obsolete and any sale, worn out or obsolete equipment by an Loan Party or any Subsidiary of any Loan Party, any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock of Borrower or equity interests of its Subsidiaries to Borrower or any Person among two or more of the Loan Partieswholly owned Subsidiary; (Bii) fair market value sales of Cash Equivalents; (Ciii) leasing or subleasing of their respective its property in the ordinary course of business; (Div) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Subsidiary’s governing documents permit a Loan Party or its Subsidiary to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (K) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (ia) the aggregate market book value of such assets sold in any fiscal year one transaction or series of Borrower related transactions for any 12-month period does not exceed $15,000,000 10% of Consolidated Net Assets determined as of the end of the immediately preceding fiscal year in the aggregate for the Loan Parties Borrower and their respective Subsidiaries its Subsidiaries, (provided, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent); (iib) the consideration received by the Loan Party Borrower or such Subsidiary is at least equal to the fair market value of such assets; , (iiic) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party other assets (other than a note or such Subsidiary; other delayed payment transaction), (ivd) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is are in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (ve) no Event of Default exists and no Default or Event of Default shall then exists or would result from the Asset Disposition.; (v) the sale by Borrower or any Subsidiary of property and the subsequent lease, as lessee, of the same property, within 180 days following the acquisition or construction of such property, in an aggregate amount not to exceed $25,000,000; and (vi) an Asset Disposition if (a) the aggregate Net Proceeds of such assets disposed of under this clause (vi) does not exceed $100,000,000, (b) the consideration received is at least equal to the fair market value of such assets, (c) the sole consideration received is cash or other assets (other than a note or other delayed payment transaction), (d) no Default or Event of Default then exists or would result from the Asset Disposition, (e) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (f) the proceeds from any sale under this clause (vi) are promptly used to repay the Term Loan pursuant to Subsection 1.7(C), provided that if at the time of such disposition under this clause (vi) Borrower's Leverage Ratio is less than or equal to 2.2:1.0 for a disposition occurring on or before December 31, 2007 and less than or equal to 2.0:1.0 for a disposition occurring on or after January 1, 2008, Borrower may in lieu of repaying the Term Loan apply such proceeds to the acquisition of fixed assets or other property useful and intended to be used in the operation of the business of Borrower is Subsidiaries within 365 days of the date of sale of such assets, any remaining unapplied proceeds after such 365 days to be applied promptly to repay the Term Loan pursuant to Subsection 1.7(C). Credit Agreement/SureWest Communications
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Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business business, Licenses or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”)acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, business and dispositions of surplus, worn out or obsolete equipment by an Loan Party or any Subsidiary of any Loan Party, any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests of any Person among two or more of the Loan Partiesequipment; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by lawApplicable Law; (E) any Asset Disposition the sale of non-core the stock or assets of any Person acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and InvestmentShentel Converged Services, Inc.; (F) asset swaps any conveyance, lease, sublease, transfer or other disposition of domestic wireless assets in an of any Loan Party or Excluded Subsidiary to another Loan Party or Excluded Subsidiary, provided, that (i) the aggregate market value amount of any assets conveyed, leased, subleased, or otherwise transferred to any Excluded Subsidiary by a Loan Party may not to exceed $50,000,000 and asset swaps 1,000,000 over the term of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, this Agreement and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Subsidiary’s governing documents permit a Loan Party or its Subsidiary to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition compensation received by any Excluded Subsidiary of its own capital stock from any Loan Party pursuant to any conveyance, lease, sublease, transfer or other equity interests; (I) the disposition by a of assets from any Excluded Subsidiary to any Loan Party shall be no less favorable to such Loan Party than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; or (G) any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (K) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $15,000,000 in the aggregate for by the Loan Parties and their respective Subsidiaries (provided, however, that for either Fiscal Year 2012 does not exceed $4,000,000 in any fiscal year or 2013 (but not both), Borrower shall have $28,000,000 over the option term of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent)Agreement; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment assets of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Event of Default exists and no Default or Event of Default then exists or shall result from the Asset Disposition.. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company
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Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(N3.1(J) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired (any such transaction, an “Asset Disposition”)acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment by an Loan Party or any Subsidiary of any Loan Partyequipment, and any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock Loan Party or equity interests of its Subsidiaries to any Person among two or more of the Loan PartiesParty; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective its property in the ordinary course of business; (D) to the extent any Asset Disposition required by law; (E) any Asset Disposition of non-core assets of any Person a company acquired pursuant to a Permitted Acquisition and Investment provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment; (F) asset swaps of domestic wireless assets in an aggregate market value amount not to exceed $50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is availableAcquisition, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of the Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Subsidiary’s governing documents permit a Loan Party or its Subsidiary to approve the sale of the assets or merger of such Loan Party or Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) the Tower Disposition; and (KF) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $15,000,000 7,500,000 in the aggregate for the Loan Parties and their respective Subsidiaries (provided, however, that for either Fiscal Year 2012 or 2013 (but not both), Borrower shall have the option of increasing this aggregate amount from $15,000,000 to $20,000,000 upon prior notice to Administrative Agent)Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Event of Default exists and no Default or Event of Default then exists or shall result from the Asset Disposition.
Appears in 1 contract
