Dispositions; Acquisitions Sample Clauses

Dispositions; Acquisitions. (a) The Borrowers shall not make any sale, lease, transfer or other disposition of (i) any Borrowing Base Asset, except to the extent permitted pursuant to Section 7.12 hereof; or (ii) any other material assets of the Borrowers unless (A) such sale, lease, transfer or other disposition is performed in the ordinary course of the Borrowers’ Businesses or (B) the consideration paid in connection with such other material assets (1) is in cash or Cash Equivalents, (2) is in an amount not less than the fair market value of the Property disposed of and (3) does not exceed, in the aggregate during any calendar year (for the all Borrowers and all such sales, leases, transfers or other dispositions) $500,000. The Parent shall not, in any case, transfer, sell, lease, pledge or otherwise dispose of the Capital Stock of the Borrowers held by it without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent). (b) The Borrowers shall not, without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), make any Investments or otherwise acquire any material real or personal property other than: (i) acquisitions of personal property in the ordinary course of business to the extent required to continue to operate the Borrowers’ Businesses in the manner in which they are currently being operated and (ii) investments in cash or Cash Equivalents.

Dispositions; Acquisitions. The Company shall not (i) sell, lease, transfer, encumber or otherwise dispose of, or agree to sell, lease, transfer, encumber or otherwise dispose of, any of its assets which are material to the Company, or (ii) purchase or agree to purchase or acquire, any mortgage-backed securities or other assets which are material to the Company, except in each case in a manner consistent with past practices, or unless such purchases or sales are necessary to comply with the applicable REIT rules and regulations, the Investment Company Act, or the Company's investment policies (and consistent with the Company's obligations under this Agreement). Notwithstanding any of the foregoing, the Company shall not take any of the actions described in (i) or (ii) above after the Determination Date and prior to the Effective Time without the prior written consent of AHM, which shall not be unreasonably withheld.

Dispositions; Acquisitions. Prior to obtaining the AHM Stockholder Approval, neither AHM nor New Holdco shall, directly or indirectly through a Subsidiary or otherwise, (i) sell, lease, transfer, encumber or otherwise dispose of, or agree to sell, lease, transfer, encumber or otherwise dispose of, any of its assets which are material to AHM and its Subsidiaries or New Holdco and its Subsidiaries, taken as a whole, or (ii) merge or consolidate with, or acquire all or substantially all of the assets of, or the beneficial ownership of a majority of the outstanding capital stock or other equity interests in, any Person in a transaction (A) for aggregate consideration greater than $20,000,000 (including the present value of any and all prospective earn-out amounts based on the future performance of the business of the acquired entity) or (B) requiring the approval of the stockholders of AHM or New Holdco.

Dispositions; Acquisitions. Except as expressly contemplated in the Asset Purchase Agreement, no Borrower shall (i) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself, or suffer any liquidation or dissolution, or (ii) make any Asset Disposition, except that any Borrower may make (a) sales of inventory or services in the ordinary course of such Borrower's business, and (b) sales for fair consideration of equipment that is obsolete and no longer useful in such Borrower's business, or (iii) acquire by purchase or otherwise any of the outstanding capital stock of, or all or substantially all of the business, Property or assets of, any Person. Notwithstanding anything to the contrary set forth in this Agreement, Borrowers shall promptly pay to Lender or cause to be paid to Lender, as prepayments of the Secured Obligations, all Net Proceeds of any Asset Dispositions that may be permitted under this Agreement or the Asset Purchase Agreement; provided that if the Net Proceeds of permitted Asset Dispositions exceed the amount of outstanding Secured Obligations, the excess Net Proceeds after payment of all outstanding Secured Obligations shall continue to be part of the Collateral, shall be maintained until used in a Deposit Account in which Lender has a first priority security interest which security interest is perfected by control pursuant to a Control Agreement, and shall be used by Borrowers solely for payment of Operating Expenses.

Dispositions; Acquisitions. (a) The Borrower shall not make any sale, lease, transfer or other Disposition of (i) any Real Property Asset (except as provided in subsection (c) below); or (ii) any other material assets of the Borrower unless (A) such sale, lease, transfer or other Disposition is performed in the ordinary course of the Borrower’s Businesses or (B) the consideration paid in connection with such other material assets (1) is in cash or Cash Equivalents, (2) is in an amount not less than the fair market value of the Property disposed of and (3) does not exceed, in the aggregate during any calendar year (for all such sales, leases, transfers or other dispositions) $500,000. The Parent shall not, in any case, transfer, sell, lease, pledge or otherwise Dispose of the Capital Stock of the Borrower held by it without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent). (b) The Borrower shall not, without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), make any Investments or otherwise acquire any material real or personal property other than: (i) acquisitions of personal property in the ordinary course of business to the extent required to continue to operate the Borrower’s Businesses in the manner in which they are currently being operated and (ii) investments in cash or Cash Equivalents. (c) The Borrower may Dispose of any Real Property Asset and obtain release of such Real Property Asset from the Liens and security interests of the Administrative Agent hereunder and under the Collateral Documents relating thereto to cure any Event of Default and provided (i) the Loan is paid down upon the Disposition by the amount attributable to the applicable Real Property Asset as determined by Administrative Agent in its sole discretion, but not more than 1.20 times the amount of the Loan allocated to the applicable Real Property Asset; (ii) the Borrower may not Dispose of more than two (2) Real Property Assets under this Section 7.04(a) during the term of the Loan; and (iii) the release of the Real Property Asset from the Liens and security interests of Administrative Agent hereunder does not cause a Material Adverse Effect on the balance of the Real Property Assets that remain subject to the Liens and security interests of the Administrative Agent hereunder.

Dispositions; Acquisitions. (i) Sell, lease, license or otherwise dispose of any of its properties or assets, other than sales and nonexclusive licenses of Company Products in the ordinary course of business consistent with its past practice, or enter into any Contract with respect to the foregoing, or (ii) other than in connection with the consummation of the Restructuring, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to its and its Subsidiaries’ business, or enter into any Contract with respect to a joint venture, strategic alliance or partnership;

Dispositions; Acquisitions. Schedule 3.23 sets forth all acquisitions and dispositions of any business or any corporation, partnership or business organization or division or a substantial portion of the assets thereof (other than inventory in the ordinary course), whether by merger, consolidation, purchase of assets or otherwise consummated by the Company or its Subsidiaries within the past six (6) years from the date hereof which provide for continuing obligations or Liabilities of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.23, as of the date hereof, the Company or its Subsidiaries has not been subject to, or has made, a claim under any Contract related to any such acquisition or disposition, nor, has a written notice of such a claim been received or sent by the Company or any of its Subsidiaries other than claims that have been fully and finally resolved in accordance with the dispute resolutions provisions in the applicable agreement governing such claim.

Dispositions; Acquisitions. (a) The Borrowers shall not make any sale, lease, transfer or other Disposition of (i) any Borrowing Base Asset, except to the extent permitted pursuant to Section 7.12 hereof; or

Dispositions; Acquisitions. (i) Sell, lease, license or otherwise dispose of any of its properties or assets that are material to the Company taken as a whole or to the Target Subsidiaries as a group, other than sales and nonexclusive licenses in the Ordinary Course or sales for less than $250,000 individually or $1,000,000 in the aggregate individually, or enter into any Contract with respect to the foregoing; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, in the aggregate, to the Business, or, enter into any Contract with respect to a joint venture, strategic alliance or partnership, or make any material investment in any other Person either by purchase of stock or securities, contributions to capital, property transfers or purchase of property or assets of any Person;