Common use of Fundamental Changes and Acquisitions Clause in Contracts

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entity; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; and (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to any other Obligor; (e) Permitted Acquisitions, ***; and (f) Any Asset Sale permitted under Section 9.09.

Appears in 2 contracts

Samples: Term Loan Agreement (Biodelivery Sciences International Inc), Term Loan Agreement (Biodelivery Sciences International Inc)

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Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entity; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; and (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to any other Obligor;; and (e) Permitted Acquisitions, ***; and (f) Any Asset Sale permitted under Section 9.09Acquisitions in an amount not exceeding $5,000,000 in the aggregate.

Appears in 2 contracts

Samples: Term Loan Agreement (Navidea Biopharmaceuticals, Inc.), Term Loan Agreement (Navidea Biopharmaceuticals, Inc.)

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor; provided that, in Obligor from the case same country of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entityorganization of such Subsidiary Guarantor; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; andObligor from the same country of organization of such Subsidiary Guarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to any other Obligor;; and (e) Permitted Acquisitions, ***; and (f) Any Asset Sale permitted under Section 9.09Acquisitions in an amount not exceeding $[redacted] in the aggregate during the term of this Agreement.

Appears in 1 contract

Samples: Term Loan Agreement (Cardiome Pharma Corp)

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), ) or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entityObligor (other than any Foreign Subsidiary); (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; andObligor (other than any Foreign Subsidiary); (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to any other Obligor;Obligor (other than any Foreign Subsidiary); and (e) Permitted Acquisitions, ***; and (f) Any Asset Sale permitted under Section 9.09.

Appears in 1 contract

Samples: Credit Agreement (Aquestive Therapeutics, Inc.)

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Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor; provided that, in Obligor from the case same country of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entityorganization of such Subsidiary Guarantor; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; andObligor from the same country of organization of such Subsidiary Guarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to any other Obligor;; and (e) Permitted Acquisitions, ***; and (fAcquisitions in an amount not exceeding [redacted in accordance with Section 12.2(3) Any Asset Sale permitted under Section 9.09of National Instrument 51-102] in the aggregate during the term of this Agreement.

Appears in 1 contract

Samples: Term Loan Agreement (Cardiome Pharma Corp)

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entity; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; and; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to any other Obligor;; and (e) Permitted Acquisitions, ***; and Acquisitions for consideration (ftogether with any Indebtedness or obligations incurred pursuant to Section 9.01(j)) Any Asset Sale permitted under Section 9.09in an amount not exceeding $5,000,000 in the aggregate.

Appears in 1 contract

Samples: Term Loan Agreement (Viveve Medical, Inc.)

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