Common use of Limitations on Asset Sales, Liquidations, Etc.; Certain Matters Clause in Contracts

Limitations on Asset Sales, Liquidations, Etc.; Certain Matters. The Company shall not (a) sell, convey or otherwise dispose of all or substantially all of the assets of the Company as an entirety or substantially as an entirety in a single transaction or in a series of related transactions; or (b) sell one or more Subsidiaries, or permit any one or more Subsidiaries to sell their respective assets, if such sale individually or in the aggregate is material to the Company and the Subsidiaries taken as a whole, other than any such sale or sales which individually or in the aggregate could not reasonably be expected to have a material adverse effect on (i) the business, properties, operations, condition (financial or other), results of operation or financial prospects of the Company and the Subsidiaries, taken as a whole, (ii) the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, or (iii) the rights and remedies of the Holder under the terms of the Transaction Documents; or (c) liquidate, dissolve or otherwise wind up the affairs of the Company.

Appears in 6 contracts

Samples: Note Purchase Agreement (Emagin Corp), Convertible Note (Emagin Corp), Convertible Note (Emagin Corp)

AutoNDA by SimpleDocs

Limitations on Asset Sales, Liquidations, Etc.; Certain Matters. The Company Corporation shall not, and shall not permit any Subsidiary to: (a) sell, convey or otherwise dispose of all or substantially all of the its assets of the Company as an entirety or substantially as an entirety in a single transaction or in a series of related transactions; or (b) sell one or more Subsidiaries, or permit any one or more Subsidiaries to sell their respective assets, if such sale individually or in the aggregate is material to the Company Corporation and the Subsidiaries taken as a whole, other than any such sale or sales which individually or in the aggregate could not reasonably be expected to have a material adverse effect on (i) the business, properties, operations, condition (financial or other), results of operation or financial prospects of the Company Corporation and the Subsidiaries, taken as a whole, (ii) the validity or enforceability of, or the ability of the Company Corporation to perform its obligations under, the Transaction Documents, or (iii) the rights and remedies of the Holder Holders under the terms of the Transaction Documents; or (c) liquidate, dissolve or otherwise wind up the affairs of the Companyits affairs.

Appears in 1 contract

Samples: Amendment Agreement (Emagin Corp)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!