Fundamental Changes; Asset Sales. (a) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that: (i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing; (ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant; (iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and (iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered to the Administrative Agent as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth therein. (c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 2 contracts
Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
Fundamental Changes; Asset Sales. (a) The Borrowers Borrower will not, and will not permit any other Loan Party or its Subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the consolidated assets of the Borrower and its consolidated subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
, (i) any Subsidiary may merge or consolidate with or into any other Subsidiary; (ii) ICD any Subsidiary may issue its Capital Stock to GES pursuant to merge into the exercise of the GES Warrant;
Borrower and (iii) ICD the Borrower and any Subsidiary may issue its Capital Stock in connection merge or consolidate with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, or into any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs)Person; provided that (1) not less than 80% in each case of the consideration for foregoing, in the case of any such sale, transfer, lease merger or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value consolidation of the LERS Business Line) and Borrower with or into another Person (4) if such that the assets which are Borrower is not the subject of such sale, transfer, lease or disposal exceed $250,000surviving corporation), the Fixed Charge Coverage Ratio, as Person with or into which the Borrower is merged or consolidated shall (A) first or simultaneously with such merger or consolidation agree to be bound by the terms hereof and of the last day of Credit Documents and assume the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal Borrower’s obligations hereunder and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted thereunder pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered an agreement or instrument satisfactory in form and substance to the Administrative Agent as required by Sections 2.11(b(and shall thereafter be the Borrower hereunder) and (cB) and applied to the Obligations as set forth therein.
extent requested by any Lender, have promptly provided to such Lender all documentation and other information that may be required by such Lender in order to enable compliance with applicable “know-your-customer” and anti-money laundering rules and regulations, including information required by the Act and (cC) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses be a corporation organized under the laws of the type conducted by the Borrowers and their Subsidiaries on the date United States of execution of this Agreement and businesses reasonably related theretoAmerica or any State thereof.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Ingredion Inc), Term Loan Credit Agreement (Ingredion Inc)
Fundamental Changes; Asset Sales. (a) The Borrowers Company will not, and will not permit any other Loan Party or its Subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the consolidated assets of the Company and its consolidated subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
, (i) any Subsidiary may merge or consolidate with or into any other Subsidiary, (ii) ICD any Subsidiary may issue its Capital Stock to GES pursuant to merge into the exercise of the GES Warrant;
Company and (iii) ICD any of the Borrowers and any Subsidiary may issue its Capital Stock merge or consolidate with or into any other Person; provided that, in connection with employee benefit and compensation programs adopted each case of the foregoing, in the Ordinary Course case of Business any such merger or consolidation of the Company or any Subsidiary Borrower with or into another Person (such that the Company or such Subsidiary Borrower is not the surviving corporation), the Person with or into which the Company or any Subsidiary Borrower is merged or consolidated shall (A) first or simultaneously with such merger or consolidation agree to be bound by the governing body of ICD; and
(iv) If, at the time thereof terms hereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for Credit Documents and assume the Company’s or such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) Subsidiary Borrower’s obligations hereunder and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted thereunder pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Company or a Subsidiary Borrower, as applicable, hereunder), (B) to the extent requested by any Lender, have promptly provided to such Lender all documentation and other information that may be required by Sections 2.11(b) such Lender in order to enable compliance with applicable “know-your-customer” and anti-money laundering rules and regulations, including information required by the Act and (cC) and applied to be a corporation organized under the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses laws of the type conducted by the Borrowers and their Subsidiaries on the date United States of execution of this Agreement and businesses reasonably related theretoAmerica or any State thereof.
Appears in 1 contract
Fundamental Changes; Asset Sales. (a) The Parent and the Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entitycorporation, and (ii) any Loan Party (other than ICD Parent or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity corporation or (2) any other Loan Party (other than ICD Parent or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Parent and the Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) that any Loan Party (other than a Borrowerthe Parent) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment Party (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operationsParent); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
, (ii2) ICD may issue its Capital Stock to GES Inventory in the ordinary course of business and Trade Accounts pursuant to the exercise Factoring Agreement, (3) obsolete, worn out or surplus tangible personal property, other than sales of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted Collateral constituting Revolving Priority Collateral, in the Ordinary Course ordinary course of Business by business, (4) tangible personal property to the governing body extent such property is exchanged for credit against the purchase price of ICD; and
similar replacement property or the proceeds of such disposition are promptly applied to the purchase price of such replacement property, and (iv5) Ifother assets (other than registered Intellectual Property rights of a Loan Party and sales of Collateral constituting Revolving Priority Collateral) having a book value not exceeding $500,000 in the aggregate in any Fiscal Year, if at the time thereof and immediately after giving effect thereto, thereto no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0continuing. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered to the Administrative Agent as to the extent required by Sections 2.11(b2.12(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
(d) Without limiting the foregoing, the Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, permit the lapse, termination, invalidation or loss of, or any infringement upon, any registered Intellectual Property of a Loan Party that is described on Schedule 3.05 or that is necessary for the business of any Borrower,
Appears in 1 contract
Fundamental Changes; Asset Sales. (a) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Exhibit A to FirstFourth Amendment #37466145 Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment with a book value greater than $1,000,000 that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock or rights to such to GES pursuant to the exercise of the GES Warrant;
(iii) subject to Section 2.11(b)(iii), ICD may issue its Capital Stock for cash proceeds;
(iv) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(ivv) Ifin addition to the foregoing, if, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered to the Administrative Agent as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Fundamental Changes; Asset Sales. (a) The Borrowers Borrower will not, and will not permit any other Loan Party or its Subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the consolidated assets of the Borrower and its consolidated subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
, (i) any Subsidiary may merge or consolidate with or into any other Subsidiary; (ii) ICD any Subsidiary may issue its Capital Stock to GES pursuant to merge into the exercise of the GES Warrant;
Borrower; and (iii) ICD the Borrower and any Subsidiary may issue its Capital Stock in connection merge or consolidate with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, or into any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs)Person; provided that (1) not less than 80% in each case of the consideration for foregoing, in the case of any such sale, transfer, lease merger or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value consolidation of the LERS Business Line) and Borrower with or into another Person (4) if such that the assets which are Borrower is not the subject of such sale, transfer, lease or disposal exceed $250,000surviving corporation), the Fixed Charge Coverage Ratio, as Person with or into which the Borrower is merged or consolidated shall (A) first or simultaneously with such merger or consolidation agree to be bound by the terms hereof and of the last day of Credit Documents and assume the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal Borrower’s obligations hereunder and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted thereunder pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered an agreement or instrument satisfactory in form and substance to the Administrative Agent as (and shall thereafter be the Borrower hereunder), (B) to the extent requested by any Lender, have promptly provided to such Lender all documentation and other information that may be required by Sections 2.11(b) such Lender in order to enable compliance with applicable “know-your-customer” and anti-money laundering rules and regulations, including information required by the Act and the Beneficial Ownership Regulation and (cC) and applied to be a corporation organized under the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses laws of the type conducted by the Borrowers and their Subsidiaries on the date United States of execution of this Agreement and businesses reasonably related theretoAmerica or any State thereof.
Appears in 1 contract
Samples: 364 Day Bridge Loan Agreement
Fundamental Changes; Asset Sales. (a) The Borrowers Borrower will not, and will not permit any other Loan Party or its Subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the consolidated assets of the Company and its consolidated subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
, (i) any Subsidiary may merge or consolidate with or into any other Subsidiary; (ii) ICD any Subsidiary may issue its Capital Stock to GES pursuant to merge into the exercise of the GES Warrant;
Borrower and (iii) ICD the Borrower and any Subsidiary may issue its Capital Stock in connection merge or consolidate with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, or into any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs)Person; provided that (1) not less than 80% in each case of the consideration for foregoing, in the case of any such sale, transfer, lease merger or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value consolidation of the LERS Business Line) and Borrower with or into another Person (4) if such that the assets which are Borrower is not the subject of such sale, transfer, lease or disposal exceed $250,000surviving corporation), the Fixed Charge Coverage Ratio, as Person with or into which the Borrower is merged or consolidated shall (A) first or simultaneously with such merger or consolidation agree to be bound by the terms hereof and of the last day of Credit Documents and assume the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal Borrower’s obligations hereunder and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted thereunder pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered an agreement or instrument satisfactory in form and substance to the Administrative Agent as required by Sections 2.11(b(and shall thereafter be the Borrower hereunder) and (cB) and applied to the Obligations as set forth therein.
extent requested by any Lender, have promptly provided to such Lender all documentation and other information that may be required by such Lender in order to enable compliance with applicable “know-your-customer” and anti-money laundering rules and regulations, including information required by the Act and (cC) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses be a corporation organized under the laws of the type conducted by the Borrowers and their Subsidiaries on the date United States of execution of this Agreement and businesses reasonably related theretoAmerica or any State thereof.
Appears in 1 contract
Fundamental Changes; Asset Sales. Except to the extent otherwise permitted under this Agreement, alter the corporate, capital or legal structure (except in a way that does not have a Material Adverse Effect) of Holdings, Company or any of its Subsidiaries, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or consummate any Asset Sale except:
(a) The Borrowers will notany Subsidiary of Company may be merged with or into Company or any Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Subsidiary of Company; provided that, (i) in the case of such a merger involving Company, Company shall be the continuing or surviving Person or the surviving Person shall be a Person organized under the laws of the United States of America and will not permit expressly assume the obligations of Company pursuant to documents reasonably acceptable to Administrative Agent, (ii) when any other Loan Party or its Subsidiaries to, merge into or consolidate Guarantor is merging with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects Subsidiary (ia) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it Guarantor shall be the surviving entity, Person or (b) such transaction shall constitute an Investment which Investment must otherwise be permitted under Section 6.3 and (iiiii) in the case of any Loan Party (other than ICD Asset Sale, such assets shall be transferred to Company or any Borrower) may merge into (1) any Borrower in a its Subsidiaries or such transaction in shall constitute an Investment which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not Investment must otherwise be permitted unless also permitted by under Section 6.04.6.3;
(b) The Borrowers will not, and will not permit any Subsidiary may merge with any other Loan Party toPerson in order to effect an Investment permitted under Section 6.3; provided that (i) the surviving Person shall be a Subsidiary which, sellto the extent required, transfershall have complied with Section 5.9 or (ii) to the extent constituting an Investment, lease or such Investment must otherwise dispose of be permitted under Section 6.3;
(in one transaction or in a series of transactionsc) any merger, consolidation, liquidation, wind-up or dissolution, the purpose of which is to effect a disposition otherwise permitted by this Section 6.7;
(d) inventory sold in the ordinary course of business;
(e) obsolete, worn out or surplus property sold in the ordinary course of business or, properties which are no longer useful or necessary in Company's or its assets, or all or substantially all of the stock of any of its Subsidiaries (in each caseSubsidiaries' business), whether now owned or hereafter acquired);
(f) property sold, except that:transferred or disposed of, to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such property is promptly applied to the purchase price of such replacement property;
(g) sales and transfers permitted by Section 6.5 with respect to issuances of Securities of Holdings;
(h) the sale, transfer or disposition of Cash Equivalents;
(i) any Loan Party (other than a Borrower) may sellthe sale, transfer, lease transfer or otherwise dispose disposition of (1) its assets to any Loan Party, if at accounts in connection with the time collection or compromise thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business;
(j) the licensing or sublicensing of Intellectual Property in the ordinary course of business on customary terms;
(k) Asset Sales by and among Company and its Subsidiaries in the ordinary course of business; provided, (3) equipment (other than equipment that with respect to any Asset Sale by a Credit Party to a Subsidiary of Company that is then included not a Credit Party, not less than 75% of the consideration received therefor shall be Cash;
(l) leases, subleases, licenses or sublicenses of property in the Borrowing Base unless no Event ordinary course of Default would exist following such dispositionbusiness and which do not materially interfere with the business of Holdings and its Subsidiaries;
(m) consignment or similar arrangements for the sale of assets in the ordinary course of business;
(n) Floor Plan Sales;
(o) Company and its Subsidiaries may make Asset Sales in any single Fiscal Year of assets that is obsolete or no longer useful have, in its business (including equipment that is lostthe aggregate, destroyed or damaged during drilling operations)a fair market value not in excess of $50,000,000; provided that (x) the Administrative Borrower consideration received for such assets shall provide prompt written notice be in an amount at least equal to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, fair market value thereof; (y) immediately before such sale, transfer, lease or other disposal, such equipment not less than 75% of the consideration received therefor shall not constitute Eligible Completed Drilling Rigs be Cash; and (z) the proceeds of such Loan Party complies with the mandatory prepayment provisions in Asset Sales shall be applied as required by Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD2.13(a); and
(ivp) If, at In addition to the time thereof Asset Sales permitted pursuant to Section 6.7(o) Company and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party its Subsidiaries may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, make Asset Sales with respect to the Fiscal Year sale of the Retail Business; provided, that (x) the consideration received for such Asset Sale shall be in which such sale, transfer or disposition occurs, an additional amount at least equal to the then book fair market value thereof; (y) the consideration received therefor shall be consideration that is permitted to be received pursuant to the terms and provisions of the LERS Business Line) Senior Subordinated Note Indenture; and (4z) if the assets which are the subject proceeds of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) Asset Sales shall be delivered to the Administrative Agent applied as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth thereinSection 2.13(a).
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Fundamental Changes; Asset Sales. Except to the extent otherwise permitted under this Agreement, alter the corporate, capital or legal structure (except in a way that does not have a Material Adverse Effect) of Holdings, Company or any of its Subsidiaries, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or consummate any Asset Sale except:
(a) The Borrowers will notany Subsidiary of Company may be merged with or into Company or any Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Subsidiary of Company; provided that, (i) in the case of such a merger involving Company, Company shall be the continuing or surviving Person or the surviving Person shall be a Person organized under the laws of the United States of America and will not permit expressly assume the obligations of Company pursuant to documents reasonably acceptable to Administrative Agent, (ii) when any other Loan Party or its Subsidiaries to, merge into or consolidate Guarantor is merging with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects Subsidiary (iA) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it Guarantor shall be the surviving entity, Person or (B) such transaction shall constitute an Investment which Investment must otherwise be permitted under Section 6.3 and (iiiii) in the case of any Loan Party (other than ICD Asset Sale, such assets shall be transferred to Company or any Borrower) may merge into (1) any Borrower in a its Subsidiaries or such transaction in shall constitute an Investment which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not Investment must otherwise be permitted unless also permitted by under Section 6.04.6.3;
(b) The Borrowers will not, and will not permit any Subsidiary may merge with any other Loan Party toPerson in order to effect an Investment permitted under Section 6.3; provided that (i) the surviving Person shall be a Subsidiary which, sellto the extent required, transfershall have complied with Section 5.9 or (ii) to the extent constituting an Investment, lease or such Investment must otherwise dispose of be permitted under Section 6.3;
(in one transaction or in a series of transactionsc) any merger, consolidation, liquidation, wind-up or dissolution, the purpose of which is to effect a disposition otherwise permitted by this Section 6.7;
(d) inventory sold in the ordinary course of business;
(e) obsolete, worn out or surplus property sold in the ordinary course of business or, properties which are no longer useful or necessary in Company’s or its assets, or all or substantially all of the stock of any of its Subsidiaries (in each caseSubsidiaries’ business, whether now owned or hereafter acquired);
(f) property sold, except that:transferred or disposed of, to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such property is promptly applied to the purchase price of such replacement property;
(g) sales and transfers permitted by Section 6.5 with respect to issuances of Securities of Holdings;
(h) the sale, transfer or disposition of Cash Equivalents;
(i) any Loan Party (other than a Borrower) may sellthe sale, transfer, lease transfer or otherwise dispose disposition of (1) its assets to any Loan Party, if at accounts in connection with the time collection or compromise thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business;
(j) the licensing or sublicensing of Intellectual Property in the ordinary course of business on customary terms;
(k) Asset Sales by and among Company and its Subsidiaries in the ordinary course of business; provided, (3) equipment (other than equipment that with respect to any Asset Sale by a Credit Party to a Subsidiary of Company that is then included not a Credit Party, not less than 75% of the consideration received therefor shall be Cash;
(l) leases, subleases, licenses or sublicenses of property in the Borrowing Base unless no Event ordinary course of Default would exist following such dispositionbusiness and which do not materially interfere with the business of Holdings and its Subsidiaries;
(m) consignment or similar arrangements for the sale of assets in the ordinary course of business;
(n) Floor Plan Sales;
(o) Company and its Subsidiaries may make Asset Sales in any single Fiscal Year of assets that is obsolete or no longer useful have, in its business (including equipment that is lostthe aggregate, destroyed or damaged during drilling operations)a fair market value not in excess of $50,000,000; provided that (x) the Administrative Borrower consideration received for such assets shall provide prompt written notice be in an amount at least equal to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, fair market value thereof; (y) immediately before such sale, transfer, lease or other disposal, such equipment not less than 75% of the consideration received therefor shall not constitute Eligible Completed Drilling Rigs be Cash; and (z) the proceeds of such Loan Party complies with the mandatory prepayment provisions in Asset Sales shall be applied as required by Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing2.13(a);
(iip) ICD In addition to the Asset Sales permitted pursuant to Section 6.7(o) Company and its Subsidiaries may issue its Capital Stock make Asset Sales with respect to GES the sale of the Retail Business; provided, that (x) the consideration received for such Asset Sale shall be in an amount at least equal to the fair market value thereof; (y) the consideration received therefor shall be consideration that is permitted to be received pursuant to the exercise terms and provisions of the GES Warrant;
Senior Subordinated Note Indenture; and (iiiz) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course proceeds of Business such Asset Sales shall be applied as required by the governing body of ICDSection 2.13(a); and
(ivq) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and Holdings Merger may be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs)effected; provided that Parent shall (1i) not less than 80% expressly assume the obligations of, and be subject to the terms and conditions applicable to, Holdings under and in connection with this Agreement and the other Credit Documents to the same extent as Holdings and (ii) create in favor of the consideration for such saleAdministrative Agent, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so soldbenefit of Lenders, transferred, leased or otherwise disposed of, (3) a valid and perfected first priority Lien in the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value Capital Stock of the LERS Business Line) Company, and (4) if the assets which are the subject of take all such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, further action and execute all such further documents and instruments as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall may be delivered to reasonably requested by the Administrative Agent as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth thereinin connection therewith.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Fundamental Changes; Asset Sales. (a) The Parent and the Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entitycorporation, and (ii) any Loan Party (other than ICD Parent or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity corporation or (2) any other Loan Party (other than ICD Parent or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Parent and the Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
that (i) any Loan Party (other than a Borrowerthe Parent) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment Party (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operationsParent); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
, (ii2) ICD may issue its Capital Stock to GES Inventory in the ordinary course of business and Trade Accounts pursuant to the exercise of the GES Warrant;
Factoring Agreement, (iii3) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted obsolete, worn out or surplus tangible personal property, in the Ordinary Course ordinary course of Business by business, (4) tangible personal property to the governing body extent such property is exchanged for credit against the purchase price of ICD; and
similar replacement property or the proceeds of such disposition are promptly applied to the purchase price of such replacement property, and (iv5) Ifother assets (other than registered Intellectual Property rights of a Loan Party) having a book value not exceeding $500,000 in the aggregate in any Fiscal Year, if at the time thereof and immediately after giving effect thereto, thereto no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0continuing. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered to the Administrative Agent as to the extent required by Sections 2.11(b2.12(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
(d) Without limiting the foregoing, the Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, permit the lapse, termination, invalidation or loss of, or any infringement upon, any registered Intellectual Property of a Loan Party that is described on Schedule 3.05 or that is necessary for the business of any Borrower.
Appears in 1 contract
Fundamental Changes; Asset Sales. (a) The Parent and the Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entitycorporation, and (ii) any Loan Party (other than ICD Parent or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity corporation or (2) any other Loan Party (other than ICD Parent or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Parent and the Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) that any Loan Party (other than a Borrowerthe Parent) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment Party (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operationsParent); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
, (ii2) ICD may issue its Capital Stock to GES Inventory in the ordinary course of business and Trade Accounts pursuant to the exercise Factoring Agreement, (3) obsolete, worn out or surplus tangible personal property, other than sales of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted Inventory, in the Ordinary Course ordinary course of Business by business, (4) tangible personal property to the governing body extent such property is exchanged for credit against the purchase price of ICD; and
similar replacement property or the proceeds of such disposition are promptly applied to the purchase price of such replacement property, (iv5) Ifthe Collateral and other assets sold pursuant to the Joe’s Xxxx Intellectual Property Disposition, (6) the Collateral and other assets sold in the Joe’s Jeans Current Asset Disposition and (7) other assets having a book value not exceeding $250,000 in the aggregate in any Fiscal Year, if at the time thereof and immediately after giving effect thereto, thereto no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0continuing. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause clauses (i)(21), (5) and (6) of this Section 6.03(b)) shall be delivered to the Administrative Agent as to the extent required by Sections 2.11(b2.12(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
(d) Without limiting the foregoing, the Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, permit the lapse, termination, invalidation or loss of, or any infringement upon, any registered Intellectual Property of a Loan Party that is described on Schedule 3.05 or that is necessary for the business of any Borrower,
Appears in 1 contract
Fundamental Changes; Asset Sales. (a) The Borrowers Except as otherwise provided in this Section 8.03, the Loan Parties will not, and will not permit any other Subsidiary of any Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (ix) any Borrower (other than Parent) may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entitycorporation, and (iiy) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the such Borrower is the surviving entity corporation or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers Loan Parties will not, and will not permit any other Subsidiary of any Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) that any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1i) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respectscontinuing, (2ii) Inventory in the ordinary course of business, (3iii) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations)business; provided that (x1) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs of and (z2) such Loan Party complies with the mandatory prepayment provisions in Section 2.114.03, and (4iv) other assets having a book value not exceeding $500,000 125,000 in the aggregate in any fiscal yearFiscal Year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b8.03(b) (other than pursuant to clause (i)(2ii) of this Section 6.03(b8.03(b)) shall be delivered to the Administrative Agent as required by Sections 2.11(b) and (c) Section 4.03 and applied to the Obligations as set forth therein.
(c) Parent will not at any time cease to own, directly or indirectly, free and clear of all Liens or other encumbrances, 100% of the outstanding Capital Stock of each other Borrower on a fully diluted basis; provided that, subject to the provisions of Section 8.03(a), any Borrower (other than Parent) may be merged into any other Borrower.
(d) The Borrowers Loan Parties will not, and will not permit any other Subsidiary of any Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers Loan Parties and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Samples: Investment Agreement (Parent Co)
Fundamental Changes; Asset Sales. (a) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment with a book value greater than $1,000,000 that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock or rights to such to GES pursuant to the exercise of the GES Warrant;
(iii) subject to Section 2.11(b)(iii), ICD may issue its Capital Stock for cash proceeds;
(iv) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(ivv) Ifin addition to the foregoing, if, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered to the Administrative Agent as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Fundamental Changes; Asset Sales. (a) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, or amend or terminate its articles of incorporation, charter, certificate of formation, by-laws, operating, management or partnership agreement or other organizational document, or change its Fiscal Year, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity corporation or (2) any other Loan Party (other than ICD or any Borrower); provided that provided, that, any such -------- ---- merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.. ------------
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) , so long as no Event of Default exists, any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respectscontinuing, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lostbusiness; provided, destroyed or damaged during drilling operations); provided that that, (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, of and (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.112.13, and (4) ------------ other assets having a book value not exceeding $500,000 250,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0Year. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section --------------- -------------- -------- 6.03(b)) shall be delivered to the Administrative Agent as required by Sections 2.11(b2.13(b) and (c) and applied to the Obligations as set forth ----------------- --- therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Fundamental Changes; Asset Sales. Except to the extent otherwise permitted under this Agreement, alter the corporate, capital or legal structure (except in a way that does not have a Material Adverse Effect) of Holdings, Company or any of its Subsidiaries, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or consummate any Asset Sale except:
(a) The Borrowers will notany Subsidiary of Company may be merged with or into Company or any Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Subsidiary of Company; provided that, (i) in the case of such a merger involving Company, Company shall be the continuing or surviving Person or the surviving Person shall be a Person organized under the laws of the United States of America and will not permit expressly assume the obligations of Company pursuant to documents reasonably acceptable to Administrative Agent, (ii) when any other Loan Party or its Subsidiaries to, merge into or consolidate Guarantor is merging with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects Subsidiary (iA) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it Guarantor shall be the surviving entity, Person or (B) such transaction shall constitute an Investment which Investment must otherwise be permitted under Section 6.3 and (iiiii) in the case of any Loan Party (other than ICD Asset Sale, such assets shall be transferred to Company or any Borrower) may merge into (1) any Borrower in a its Subsidiaries or such transaction in shall constitute an Investment which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not Investment must otherwise be permitted unless also permitted by under Section 6.04.6.3;
(b) The Borrowers will not, and will not permit any Subsidiary may merge with any other Loan Party toPerson in order to effect an Investment permitted under Section 6.3; provided that (i) the surviving Person shall be a Subsidiary which, sellto the extent required, transfershall have complied with Section 5.9 or (ii) to the extent constituting an Investment, lease or such Investment must otherwise dispose of be permitted under Section 6.3;
(in one transaction or in a series of transactionsc) any merger, consolidation, liquidation, wind-up or dissolution, the purpose of which is to effect a disposition otherwise permitted by this Section 6.7;
(d) inventory sold in the ordinary course of business;
(e) obsolete, worn out or surplus property sold in the ordinary course of business or, properties which are no longer useful or necessary in Company's or its assets, or all or substantially all of the stock of any of its Subsidiaries (in each caseSubsidiaries' business), whether now owned or hereafter acquired);
(f) property sold, except that:transferred or disposed of, to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such property is promptly applied to the purchase price of such replacement property; 110 CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A
(g) sales and transfers permitted by Section 6.5 with respect to issuances of Securities of Holdings;
(h) the sale, transfer or disposition of Cash Equivalents;
(i) any Loan Party (other than a Borrower) may sellthe sale, transfer, lease transfer or otherwise dispose disposition of (1) its assets to any Loan Party, if at accounts in connection with the time collection or compromise thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business;
(j) the licensing or sublicensing of Intellectual Property in the ordinary course of business on customary terms;
(k) Asset Sales by and among Company and its Subsidiaries in the ordinary course of business; provided, (3) equipment (other than equipment that with respect to any Asset Sale by a Credit Party to a Subsidiary of Company that is then included not a Credit Party, not less than 75% of the consideration received therefor shall be Cash;
(l) leases, subleases, licenses or sublicenses of property in the Borrowing Base unless no Event ordinary course of Default would exist following such dispositionbusiness and which do not materially interfere with the business of Holdings and its Subsidiaries;
(m) consignment or similar arrangements for the sale of assets in the ordinary course of business;
(n) Floor Plan Sales;
(o) Company and its Subsidiaries may make Asset Sales in any single Fiscal Year of assets that is obsolete or no longer useful have, in its business (including equipment that is lostthe aggregate, destroyed or damaged during drilling operations)a fair market value not in excess of $50,000,000; provided that (x) the Administrative Borrower consideration received for such assets shall provide prompt written notice be in an amount at least equal to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, fair market value thereof; (y) immediately before such sale, transfer, lease or other disposal, such equipment not less than 75% of the consideration received therefor shall not constitute Eligible Completed Drilling Rigs be Cash; and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject proceeds of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) Asset Sales shall be delivered to the Administrative Agent applied as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.Section 2.13(a); and
Appears in 1 contract
Fundamental Changes; Asset Sales. Enter into any merger or consolidation, or liquidate, wind-up or dissolve, or make any Asset Sale, except (a) The Borrowers will not, and will not permit any Subsidiary may be merged with or into any Credit Party or any other Loan Party or its Subsidiaries toSubsidiary, merge into or consolidate with any other Personprovided, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in if the event the Administrative Borrower is party to such merger it thereto, the Borrower shall be the continuing or surviving entityPerson, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which if the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to party thereto and a Guarantor is a party thereto, then such merger Guarantor shall not be permitted unless also permitted by Section 6.04.
the continuing or surviving Person; (b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose Asset Sales (excluding Asset Sales made in connection with the management of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory Investments in the ordinary course of business), the proceeds of which, when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, do not exceed an amount equal to ten percent (10%) of Consolidated Tangible Assets; provided, that, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (xi) the Administrative Borrower consideration received for such assets shall provide prompt written notice be in an amount at least equal to the Administrative Agent fair market value thereof (determined in good faith by the board of any equipment that is solddirectors or managers (or equivalent governing body) of the applicable Credit Party), transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% seventy-five percent (75.0%) of the consideration for such sale, transfer, lease or disposal is proceeds shall be paid in cash, and (2iii) such Loan Party receives fair value for the assets so soldtransaction does not involve a sale or other disposition of receivables, transferredother than receivables owned by, leased or otherwise disposed ofattributable to, (3) the aggregate book value of all assets sold, transferred or otherwise other property concurrently being disposed of in reliance upon a transaction otherwise permitted under this clause Section 8.7; (b)(ivc) during Investments made in accordance with Section 8.5; (d) sales of any Fiscal Year shall assets made by any Regulated Subsidiary in the ordinary course of business; and (e) the sale of the real and personal property owned by the Borrower located at 00000 X. Xxxxx Xxxxxxx 00, Xxxxxxxx Xxx, Xxxxx 00000, for an aggregate consideration not to exceed One Four Million Dollars ($1,000,0004,000,000) (plus if pursuant to the LERS Business Line is being soldterms of that certain Farm and Ranch Contract dated as of February 12, transferred or otherwise disposed of2021 between the Borrower and the Buyer, thenas amended by that certain Seller Financing Addendum to Contract Concerning the Property at 00000 X. Xxxxx Xxxxxxx 00, Xxxxxxxx Xxx, Xxxxx 00000 dated as of April 30, 2021, between the Borrower and the Buyer, and as may be further amended from time to time; provided that any amendment with respect to the Fiscal Year in which such sale, transfer total consideration paid or disposition occurs, an additional amount equal to property being sold shall require the then book value prior written consent of the LERS Business Line) and Lender (4) if the assets which are the subject of such sale, transfer, lease consent not to be unreasonably withheld or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(bdelayed) (other than pursuant to clause (i)(2) of this Section 6.03(bthe “Specified Disposition”)) shall be delivered to the Administrative Agent as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Samples: Credit Agreement (Citizens, Inc.)
Fundamental Changes; Asset Sales. (a) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) IfIfin addition to the foregoing, if, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered to the Administrative Agent as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Fundamental Changes; Asset Sales. (a) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment with a book value greater than $1,000,000 that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, and (4) other assets having a book value not exceeding $500,000 in the aggregate in any fiscal year, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing;
(ii) ICD may issue its Capital Stock to GES pursuant to the exercise of the GES Warrant;
(iii) ICD may issue its Capital Stock in connection with employee benefit and compensation programs adopted in the Ordinary Course of Business by the governing body of ICD; and
(iv) If, at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing nor would reasonably be expected to result, any Loan Party may sell, transfer, lease or otherwise dispose of its assets (other than Capital Stock in a Subsidiary or Eligible Completed Drilling Rigs); provided that (1) not less than 80% of the consideration for such sale, transfer, lease or disposal is paid in cash, (2) such Loan Party receives fair value for the assets so sold, transferred, leased or otherwise disposed of, (3) the aggregate book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (b)(iv) during any Fiscal Year shall not exceed One Million Dollars ($1,000,000) (plus if the LERS Business Line is being sold, transferred or otherwise disposed of, then, with respect to the Fiscal Year in which such sale, transfer or disposition occurs, an additional amount equal to the then book value of the LERS Business Line) and (4) if the assets which are the subject of such sale, transfer, lease or disposal exceed $250,000, the Fixed Charge Coverage Ratio, as of the last day of the calendar month ended immediately prior to the date of such sale, transfer, lease or disposal and after giving pro forma effect to such sale, transfer, lease or disposal, is at least 1.0 to 1.0. The Net Cash Proceeds of any sale or disposition permitted pursuant to this Section 6.03(b) (other than pursuant to clause (i)(2) of this Section 6.03(b)) shall be delivered to the Administrative Agent as required by Sections 2.11(b) and (c) and applied to the Obligations as set forth therein.
(c) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.#33621191
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
