Limitation on Asset Sales. Neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. As used herein, "Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' qualifying shares), property or other assets (each referred to for the purpose of this definition as a "disposition"), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 17 contracts
Samples: Exchange Agreement (Avitar Inc /De/), Securities Purchase Agreement (Dial Thru International Corp), Securities Purchase Agreement (Galaxy Minerals Inc)
Limitation on Asset Sales. Neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. As used herein, "“Asset Sale" ” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' ’ qualifying shares), property or other assets (each referred to for the purpose of this definition as a "“disposition"”), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 8 contracts
Samples: Securities Purchase Agreement (3dicon Corp), Securities Purchase Agreement (3dicon Corp), Securities Purchase Agreement (Hepalife Technologies Inc)
Limitation on Asset Sales. Neither the Company nor any Covered Subsidiary will consummate an Asset Sale of material assets of the Company or any Covered Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. As used herein, "Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Covered Subsidiary (other than directors' qualifying shares), property or other assets (each referred to for the purpose of this definition as a "disposition"), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ERF Wireless, Inc.), Securities Purchase Agreement (ERF Wireless, Inc.), Securities Purchase Agreement (ERF Wireless, Inc.)
Limitation on Asset Sales. Neither Subject to the provisions of Section 3.4(b), neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the ten days prior written consent of notice to Purchaser, which consent shall not be unreasonably withheld. As used herein, "Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' qualifying shares), property or other assets (each referred to for the purpose of this definition as a "disposition"), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Directplacement Inc), Securities Purchase Agreement (Avitar Inc /De/)
Limitation on Asset Sales. Neither the Company nor any ------------------------- Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. As used herein, "Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' qualifying shares), property or other assets (each referred to for the purpose of this definition as a "disposition"), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 2 contracts
Samples: Securities Purchase Agreement (International Fuel Technology Inc), Securities Purchase Agreement (International Fuel Technology Inc)
Limitation on Asset Sales. Neither Except as set forth on Schedule 8.4, neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent notice of Purchaser, which consent shall will not be unreasonably withheld. As used herein, "Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' qualifying shares), property or other assets (each referred to for the purpose of this definition as a "disposition"), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dial Thru International Corp)
Limitation on Asset Sales. Neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. As used herein, "Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' ` qualifying shares), property or other assets (each referred to for the purpose of this definition as a "disposition"), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 1 contract
Samples: Exchange Agreement (Donini Inc)
Limitation on Asset Sales. Neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent of Purchaserthe Majority Purchasers, which consent shall not be unreasonably withheld. As used herein, "“Asset Sale" ” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' ’ qualifying shares), property or other assets (each referred to for the purpose of this definition as a "“disposition"”), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 1 contract
Samples: Subscription and Securities Purchase Agreement (Axtive Corp)
Limitation on Asset Sales. Neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. As used herein, "“Asset Sale" ” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' ’ qualifying shares), property or other assets (each referred to for the purpose of this definition as a "“disposition"”), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value pursuant to an arms length transaction in the ordinary course of business.
Appears in 1 contract
Samples: Subscription and Securities Purchase Agreement (Next Inc/Tn)
Limitation on Asset Sales. Neither the Company nor any Subsidiary will consummate an Asset Sale of material assets of the Company or any Subsidiary without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. As used herein, "Asset Sale" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) or sales of capital stock of a Subsidiary (other than directors' ’ qualifying shares), property or other assets (each referred to for the purpose of this definition as a "disposition"), including any disposition by means of a merger, consolidation or similar transaction other than a disposition of property or assets at fair market value in the ordinary course of business.
Appears in 1 contract
Samples: Subscription and Securities Purchase Agreement (Speedemissions Inc)