Common use of Fundamental Changes; Disposition of Assets Clause in Contracts

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 3 contracts

Samples: Credit Agreement (Cano Health, Inc.), Bridge Loan Agreement (Cano Health, Inc.), Credit Agreement (Jaws Acquisition Corp.)

AutoNDA by SimpleDocs

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 20,000,000, in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 3 contracts

Samples: Fourth Amendment Agreement (PQ Group Holdings Inc.), Third Amendment Agreement (PQ Group Holdings Inc.), Patent Security Agreement (PQ Group Holdings Inc.)

Fundamental Changes; Disposition of Assets. The Borrower Borrowers shall not, nor shall it they permit any of its their respective Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined in good faith by the Parent Borrower) in excess of $3,000,000 3,500,000 in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 3 contracts

Samples: Credit Agreement (Certara, Inc.), Intercreditor Agreement (Certara, Inc.), Credit Agreement (Certara, Inc.)

Fundamental Changes; Disposition of Assets. The Other than the Closing Date Merger and the other Transactions, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 1,750,000 in a single transaction or in a series of related transactions or and in excess of $5,000,000 7,500,000 in the aggregate for all such transactions, except:

Appears in 2 contracts

Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)

Fundamental Changes; Disposition of Assets. The Other than the Transactions, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 25,000,000 in a single transaction or in a series of related transactions or and in excess of $5,000,000 50,000,000 in the aggregate for all such transactionstransactions per year, except:

Appears in 2 contracts

Samples: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.)

Fundamental Changes; Disposition of Assets. The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 20,000,000, in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 2 contracts

Samples: Security Agreement (PQ Group Holdings Inc.), Patent Security Agreement (PQ Group Holdings Inc.)

Fundamental Changes; Disposition of Assets. The Other than the Acquisition and the other Transactions, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 5,000,000 in a single transaction or in a series of related transactions or and in excess of $5,000,000 10,000,000 in the aggregate for all such transactions, except:

Appears in 2 contracts

Samples: First Lien Credit Agreement (Shift4 Payments, Inc.), Assignment and Assumption (Shift4 Payments, Inc.)

Fundamental Changes; Disposition of Assets. The Top Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 10,000,000, in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 2 contracts

Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Fundamental Changes; Disposition of Assets. The Other than the Transactions, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 2,000,000 in a single transaction or in a series of related transactions or (including, in excess of $5,000,000 in the aggregate for all such transactionseach case, pursuant to a Delaware LLC Division), except:

Appears in 2 contracts

Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $3,000,000 10,000,000 in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:: 161

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its the Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $3,000,000 5,000,000, in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 25,000,000 in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)

Fundamental Changes; Disposition of Assets. The Borrower Borrowers shall not, nor shall it they permit any of its Restricted their respective Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 1,200,000, in a single transaction or in a related series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Term Loan Agreement (Allscripts Healthcare Solutions, Inc.)

Fundamental Changes; Disposition of Assets. The Borrower Borrowers shall not, nor shall it they permit any of its Restricted their respective Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 1,000,000, in a single transaction or in a related series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 2,500,000, in a single transaction or in a related series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Assignment and Assumption (PSAV, Inc.)

AutoNDA by SimpleDocs

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 2,500,000, in a single transaction or in a related series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Assignment and Assumption (Interline Brands, Inc./De)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $3,000,000 10,000,000 in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:: 167

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Fundamental Changes; Disposition of Assets. The Other than the Acquisition, the Closing Date Merger and the other Transactions, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 20,000,000 in a single transaction or in a series of related transactions or and in excess of $5,000,000 50,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Credit Agreement (Dragoneer Growth Opportunities Corp.)

Fundamental Changes; Disposition of Assets. The Other than the Acquisition and the other Transactions, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 6,250,000 in a single transaction or in a series of related transactions or and in excess of $5,000,000 12,500,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Assignment and Assumption (Shift4 Payments, Inc.)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its the Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined in good faith by the Borrower) in excess of $3,000,000 10,000,000, in a single transaction or in a series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:: 148

Appears in 1 contract

Samples: Credit Agreement (Cowen Inc.)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 5,000,000, in a single transaction or in a series of related transactions or transactions, and in excess of $5,000,000 10,000,000 in the aggregate for all such transactionstransactions in any Fiscal Year, except:: 172

Appears in 1 contract

Samples: First Lien Credit Agreement (Isos Acquisition Corp.)

Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 3,000,000, in a single transaction or in a related series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Credit Agreement (PSAV, Inc.)

Fundamental Changes; Disposition of Assets. The No Borrower shall notshall, nor shall it permit any of its Restricted Subsidiaries or any other Loan Parties to, enter into any transaction of merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 €1,500,000, in a single transaction or in a related series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Credit Agreement (Orion Engineered Carbons S.A.)

Fundamental Changes; Disposition of Assets. The No Borrower shall notshall, nor shall it permit any of its Restricted Subsidiaries or any other Loan Parties to, enter into any transaction of merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition of any assets having a fair market value (as reasonably determined by the Borrower) in excess of $3,000,000 1,700,000, in a single transaction or in a related series of related transactions or in excess of $5,000,000 in the aggregate for all such transactions, except:

Appears in 1 contract

Samples: Credit Agreement (Orion S.A.)

Time is Money Join Law Insider Premium to draft better contracts faster.