Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, at any time: (a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and (ii) so long as there exists no Default or Event of Default both before and after giving effect to such sale and the Borrower complies fully with Section 2.05(c) hereof, Borrower may consummate the sale of Towers (but not all or any substantial portion of Towers); (b) acquire any assets, Property or business of any other Person except (i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business and (ii) provided no Default or Event of Default exists or would result therefrom, the Borrower may consummate transactions constituting Permitted Acquisitions; (c) enter into any merger or consolidation, except that, so long as there exists no Default or Event of Default and none is caused thereby, (i) any Subsidiary of the Borrower can merge or consolidate into any other Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and (ii) another Person may be merged into the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such Subsidiary is the surviving corporation; or (d) create or acquire any Subsidiary, except as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this Section 8.06, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.
Appears in 2 contracts
Samples: Credit Agreement (Pinnacle Holdings Inc), Credit Agreement (Pinnacle Holdings Inc)
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) after delivery of prior written notice to the Administrative Lender, any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-wholly owned Subsidiary of the Borrower that has executed an Unlimited Guaranty or the Borrower acquires all such Subsidiary's assets; , and (ii) so long as there exists no Default after delivery of prior written notice to the Administrative Lender, any wholly owned direct or Event indirect Subsidiary of Default both before and after giving effect to such sale and the Borrower complies fully with Section 2.05(c) hereofthat has executed an Unlimited Guaranty of the Obligations hereunder may sell or transfer assets, Property or business to the Borrower may consummate the sale of Towers (but not all or any substantial portion other wholly owned indirect or indirect Subsidiary of Towers)the Borrower that has executed an Unlimited Guaranty of the Obligations hereunder;
(b) acquire any assets, Property or business of any other Person except Person, or participate in any joint venture, except
(i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business and business, (ii) provided that no Default or Event of Default exists both before and after giving effect to such acquisition, and Borrower complies fully with Sections 6.12, 8.04(e) and 8.05(d) hereof, Permitted Acquisitions may be consummated if either (I) (A) the total purchase price for any one such acquisition is less than $10,000,000, and (B) the aggregate purchase price for all such Permitted Acquisitions over the term of the Agreement is less than $25,000,000, or would result therefrom(II) the Majority Lenders give their prior written approval to such acquisition, and (iii) after delivery of prior written notice to the Administrative Lender, the Borrower or any wholly owned direct or indirect Subsidiary of the Borrower that has executed an Unlimited Guaranty of the Obligations hereunder may consummate transactions constituting Permitted Acquisitionsacquire assets, Property or business from any other wholly owned direct or indirect Subsidiary of the Borrower that has executed an Unlimited Guaranty of the Obligations hereunder;
(c) enter into any merger or consolidation, except that, so long as there exists no Default or Event of Default and none is caused thereby, thereby (i) after delivery of prior written notice to the Administrative Lender, any wholly owned Subsidiary of the Borrower can merge or consolidate into any other wholly owned Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a wholly owned Subsidiary of the Borrower which has executed an Unlimited Guaranty is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and corporation or (ii) after delivery of prior written notice to the Administrative Lender, another Person may be merged into the Borrower or any wholly owned Subsidiary of the Borrower that has executed an Unlimited Guaranty in connection with a Permitted Acquisition, so long as the Borrower or such wholly owned Subsidiary is the surviving corporation; or;
(d) create or acquire any Subsidiary, except (a) as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this hereof and Section 8.068.05(b) above, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to and (b) so long as (i) execute any there exists no Default or Event of Default both before and all releases deemed appropriate by it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return after giving effect to the Borrower creation of any such Collateral in the possession of the Administrative Agent, new wholly owned Subsidiary and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.the
Appears in 1 contract
Samples: Credit Agreement (Itc Deltacom Inc)
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Neither the Borrower shall not, and shall not permit the Parent or nor any Subsidiary of the Borrower to, Guarantor shall at any time:
(ai) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up); or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) any Wholly-Owned Subsidiary may liquidate or dissolve if all of the Borrower can be dissolved so long as the Borrower its assets and property are distributed to a Wholly-Owned Subsidiary, or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and (ii) otherwise make any Disposition, except for (x) Excluded Dispositions, or (y) Dispositions to the extent that the Operating Cash Flow attributed to radio stations sold or exchanged shall not exceed 25% of Operating Cash Flow in any fiscal year or 50% of Operating Cash Flow for any period of five consecutive fiscal years; provided that, prior to or after giving effect to any such Disposition, no Default shall exist or be continuing.
(b) make Acquisitions; provided that, so long as there exists shall exist no Default prior to or Event after giving effect to a proposed Acquisition, the Borrower or any Subsidiary Guarantor may make Acquisitions, so long as (i) the Lenders shall have received prior written notice at least 20 Business Days prior to the date of Default such Acquisition, (ii) the Administrative Agent shall have received at least 10 Business Days prior to the date of such Acquisition calculations in form reasonably satisfactory to it demonstrating compliance with Section 7.09 both before prior to and after giving effect to such sale and the Borrower complies fully with Section 2.05(cproposed Acquisition, (iii) hereof, Borrower may consummate the sale of Towers (but not all or any substantial portion of Towers);
(b) acquire any assets, Property property or business of any other Person except such Acquisition shall be in or relate to the communications or media related business, and (iiv) the Borrower Administrative Agent shall have received copies of all documents, instruments, opinions and other information relating to the Subsidiaries of the Borrower seller and assets to be acquired as it may acquire assets and Property acquired in the ordinary course of business and (ii) provided no Default or Event of Default exists or would result therefrom, the Borrower may consummate transactions constituting Permitted Acquisitions;reasonably request; and
(c) enter into any merger or consolidation, except consolidation other than the Tichxxxx Xxxger; provided that, so long as there exists shall exist no Default prior to or Event of Default and none is caused therebyafter giving effect to a proposed transaction, (i) any a Subsidiary of the Borrower can Guarantor may merge or consolidate into with another Subsidiary Guarantor; and (ii) any other Subsidiary of Guarantor may, subject to the Borrowerlimitations set forth in Section 7.03(h) and in this Section 7.05(c), merge or so long as such transaction is consolidate with another Person in connection with a Permitted permitted Acquisition, into another Person, so long as a Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and (ii) another Person may be merged into the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such Subsidiary is the surviving corporation; or
(d) create or acquire any Subsidiary, except as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this Section 8.06, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.
Appears in 1 contract
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and (ii) so long as there exists no Default or Event of Default both before and after giving effect to such sale and the Borrower complies fully with Section 2.05(c) hereof, Borrower may consummate the sale of Towers (but not all or any substantial portion of Towers);
(b) acquire any assets, Property or business of any other Person except (i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business and (ii) provided no Default or Event of Default exists or would result therefrom, the Borrower may consummate transactions constituting Permitted Acquisitions;
(c) enter into any merger or consolidation, except that, so long as there exists no Default or Event of Default and none is caused thereby, (i) any Subsidiary of the Borrower can merge or consolidate into any other Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and (ii) another Person may be merged into the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such Subsidiary is the surviving corporation; or
(d) create or acquire any Subsidiary, except as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this Section 8.06, Section 11.01 hereof 8.06 or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent Lender is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative AgentLender, and (iii) take such other action as the Administrative Agent Lender deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.
Appears in 1 contract
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (business, other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and (ii) so long as there exists no Default or Event of Default both before and after giving effect to such sale (A) and the Borrower complies fully with Section 2.05(c) hereof, Borrower may consummate the sale of Towers (but not all or any substantial portion of Towers)) and (B) the Borrower may transfer certain rooftop assets acquired by the Borrower in connection with the Motorola Acquisition to Pinnacle III in accordance with the PT Transactions;
(b) acquire any assets, Property or business of any other Person except (i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business and (ii) provided no Default or Event of Default exists or would result therefrom, the Borrower may consummate transactions constituting Permitted Acquisitions;
(c) enter into any merger or consolidation, except that, so long as there exists no Default or Event of Default and none is caused thereby, (i) any Subsidiary of the Borrower can merge or consolidate into any other Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and (ii) another Person may be merged into the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such Subsidiary is the surviving corporation; or
(d) create or acquire any Subsidiary, except as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this Section 8.06, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.
Appears in 1 contract
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent any Restricted Subsidiary or any Subsidiary of the Borrower Bermuda Corp. to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; complies with Section 2.05 and Section 2.11 hereof, Permitted Asset Sales, (ii) so long as there exists no Default or Event of Default both before and after giving effect to any such sale and the Borrower complies fully with Section 2.05(c) 2.05 and Section 2.11 hereof, (A) and after delivery of prior written notice to the Administrative Agent, any Restricted Subsidiary of the Borrower can be dissolved so long as a wholly owned Restricted Subsidiary of the Borrower that has executed an Unlimited Guaranty or the Borrower acquires all such Restricted Subsidiary's assets, and (B) after delivery of prior written notice to the Administrative Agent, any wholly owned direct or indirect Restricted Subsidiary of the Borrower that has executed an Unlimited Guaranty of the Obligations hereunder may consummate sell or transfer assets, Property or business to the sale of Towers (but not all Borrower or any substantial portion other wholly owned indirect or indirect Restricted Subsidiary of Towers);the Borrower that has executed an Unlimited Guaranty of the Obligations hereunder.
(b) acquire any assets, Property or business of any other Person Person, or participate in any joint venture, except (i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business and business, (ii) provided no Default or Event that the Borrower complies fully with Sections 6.12, 6.14, 8.04(e) and 8.05(d) hereof, Permitted Acquisitions may be consummated and (iii) after delivery of Default exists or would result therefromprior written notice to the Administrative Agent, the Borrower or any wholly owned direct or indirect Restricted Subsidiary of the Borrower that has executed an Unlimited Guaranty of the Obligations hereunder may consummate transactions constituting Permitted Acquisitionsacquire assets, Property or business from any other wholly owned direct or indirect Restricted Subsidiary of the Borrower that has executed an Unlimited Guaranty of the Obligations hereunder;
(c) enter into any merger or consolidation, except that, so long as there exists no Default or Event of Default and none is caused thereby, thereby (i) after delivery of prior written notice to the Administrative Agent, any wholly owned Restricted Subsidiary of the Borrower can merge or consolidate into any other wholly owned Restricted Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a wholly owned Restricted Subsidiary of the Borrower which has executed an Unlimited Guaranty is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and corporation or (ii) after delivery of prior written notice to the Administrative Agent, another Person may be merged with or into the Borrower or any wholly owned Restricted Subsidiary of the Borrower that has executed an Unlimited Guaranty in connection with a Permitted Acquisition, so long as the Borrower or such wholly owned Restricted Subsidiary is the surviving corporation; orand
(d) create or acquire any Subsidiary, except (a) as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this hereof and Section 8.068.05(b) above, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to and (b) so long as (i) execute there exists no Default or Event of Default both before and after giving effect to the creation of any and all releases deemed appropriate by it to release such assets of the Borrower new wholly owned Restricted Subsidiary and the Subsidiaries transfer of the Borrower constituting Collateral from all Liens any assets to such wholly owned Restricted Subsidiary and security interests securing all or any portion of the Obligations, (ii) return immediately upon the creation of any new wholly owned Restricted Subsidiary, such Restricted Subsidiary shall become a signatory to an Unlimited Guaranty of the Borrower any such Collateral in the possession of Obligations delivered to the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance Borrower may create a new wholly owned Restricted Subsidiary of the effectuation thereof.Borrower. Nothing in this Section 8.05
Appears in 1 contract
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Restricted Subsidiary of the Borrower to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties properties or business (business, other than immaterial assets sold in the ordinary course of business and other than assets that are damaged business, or obsolete)dispositions;
(b) make any Acquisition, provided thatprovided, however, so long as (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and (ii) so long as there exists shall exist no Default or Event of Default both before prior to and after giving effect to such sale and the Borrower complies fully with Section 2.05(c) hereof, Borrower may consummate the sale of Towers (but not all or any substantial portion of Towers);
(b) acquire any assets, Property or business of any other Person except (i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business a proposed transaction and (ii) provided no Default event has occurred and no circumstance exists, which has had, or Event will have, a Material Adverse Effect on the date of Default exists or would result therefromsuch transaction, the Borrower or any Restricted Subsidiary may, consummate an Acquisition of another Person, so long as in each case:
(A) such assets, property or business shall be in or relate to the communications or media related business, or the entertainment and internet businesses or related businesses,
(B) the Administrative Agent shall have received copies of all documents, instruments, opinions and other information relating to the seller and assets to be acquired as it may consummate transactions constituting Permitted Acquisitions;reasonably request; and
(C) immediately after giving effect to any such Acquisition, (I) all such acquired Debt for Borrowed Money of the Restricted Subsidiaries shall comply with Section 7.1(e) hereof, and (II) the Borrower shall be in compliance with Section 7.5(c) below.
(c) enter into any merger or consolidation, except provided, however, that, so long as there exists shall exist no Default prior to or Event of Default and none is caused therebyafter giving effect to a proposed transaction, (ii)(A) any a Restricted Subsidiary of the Borrower can may merge or consolidate into any other with another Restricted Subsidiary; (B) an Unrestricted Subsidiary of the Borrower, may merge or so long as such transaction is in connection consolidate with another Unrestricted Subsidiary or a Permitted Acquisition, into another Person, so long as a Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, Restricted Subsidiary; and (iiC) another Person an Unrestricted Subsidiary or a Restricted Subsidiary may be merged into the Borrower merge or any Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such Subsidiary is the surviving corporation; or
(d) create or acquire any Subsidiary, except as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this Section 8.06, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.consolidate
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and (ii) so long as there exists no Default or Event of Default both before and after giving effect to such sale and the Borrower complies fully with Section 2.05(c) hereof, Borrower may consummate the sale of Towers (but not all or any substantial portion of Towers);.
(b) acquire any assets, Property or business of any other Person except (i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business and (ii) provided no Default or Event of Default exists or would result therefrom, the Borrower may consummate transactions constituting Permitted Acquisitions;
(c) enter into any merger or consolidation, except that, so long as there exists no Default or Event of Default and none is caused thereby, (i) any Subsidiary of the Borrower can merge or consolidate into any other Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and (ii) another Person may be merged into the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such Subsidiary is the surviving corporation; or
(d) create or acquire any Subsidiary, except as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this Section 8.06, Section 11.01 hereof 8.06 or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent Lender is hereby authorized by each Lender to (i) execute any and all releases deemed appropriate by it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative AgentLender, and (iii) take such other action as the Administrative Agent Lender deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereof.
Appears in 1 contract
Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Subsidiary of the Borrower to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business (other than in the ordinary course of business and other than assets that are damaged or obsolete), provided that, (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and , (ii) Borrower or any Subsidiary of the Borrower may sell or otherwise dispose of any tangible or intangible assets or other Properties so long as (A) there exists no Default or Event of Default both before and after giving effect to such sale or disposition, (B) on the date of consummation of any such sale or disposition, the aggregate gross proceeds of all such sales (including, on a pro forma basis, the proposed sale) during the period of four consecutive fiscal quarters ending on, or most recently ended prior to, such date, would not exceed 10% of Annualized EBITDA for such period and (C) the Net Proceeds of all such sales or dispositions are used to prepay Advances and reduce the Commitment in accordance with the provisions of Sections 2.05 and 2.11 hereof, and (iii) after delivery of prior written notice to the Administrative Lender (but without requiring consent), any wholly owned direct or indirect Subsidiary of the Borrower complies fully with Section 2.05(c) hereofthat has executed a Subsidiary Guaranty of the Obligations hereunder may sell or transfer assets, Property or business to any other wholly owned indirect or indirect Subsidiary of the Borrower may consummate that has executed a Subsidiary Guaranty of the sale of Towers (but not all or any substantial portion of Towers)Obligations hereunder;
(b) acquire any assets, Property or business of any other Person except Person, or participate in any joint venture, except
(i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business and business, (ii) provided that no Default or Event of Default exists or would result therefromtherefrom and Borrower complies fully with Sections 6.13 and 8.04(e) hereof, Permitted Acquisitions may be consummated, and (iii) after delivery of prior written notice to the Administrative Lender (but without requiring consent), any wholly owned direct or indirect Subsidiary of the Borrower that has executed a Subsidiary Guaranty of the Obligations hereunder may consummate transactions constituting Permitted Acquisitionsacquire assets, Property or business from any other wholly owned indirect or indirect Subsidiary of the Borrower that has executed a Subsidiary Guaranty of the Obligations hereunder;
(c) enter into any merger or consolidation, except that, so long as there exists no Default or Event of Default and none is caused thereby, (i) any wholly-owned Subsidiary of the Borrower can merge or consolidate into any other wholly-owned Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a wholly-owned Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and (ii) another Person may be merged into the Borrower or any wholly-owned Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such wholly-owned Subsidiary is the surviving corporation; or
(d) create or acquire any Subsidiary, except (a) as permitted by Section 8.04(e) hereof. In connection with any asset sale permitted by this hereof and Section 8.068.05(b) above, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to and (b) so long as (i) execute there exists no Default or Event of Default both before and after giving effect to the creation of any new wholly owned Subsidiary and the transfer of any assets to such wholly owned Subsidiary, (ii) immediately upon the creation of any new wholly owned Subsidiary, such Subsidiary shall become a signatory to a Subsidiary Guaranty of the Obligations delivered to the Administrative Lender, (iii) the Borrower immediately delivers all releases deemed appropriate by it shares of Capital Stock of the new wholly owned Subsidiary to release such assets the Administrative Lender together with stock powers executed in blank, and (iv) the Borrower or any Subsidiary of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or owning any portion of the Obligations, (ii) return Capital Stock of any such new wholly owned Subsidiary executes and delivers to the Administrative Lender a pledge agreement pledging all such Capital Stock to secure the Obligations in form substantially similar to the pledge agreement executed by the Borrower any such Collateral in on the possession Closing Date, the Borrower may create a new wholly owned Subsidiary of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate Borrower. Nothing in connection with such transaction and in furtherance of the effectuation thereof.this Section 8.05
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Liquidation, Disposition or Acquisition of Assets, Merger, New Subsidiaries. The Borrower shall not, and shall not permit the Parent or any Restricted Subsidiary of the Borrower to, at any time:
(a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties properties or business (business, other than immaterial assets sold in the ordinary course of business and other than assets that business, or dispositions whose proceeds are damaged or obsolete)applied in accordance with Section 2.5(c) hereof;
(b) make any Acquisition, provided thatprovided, however, so long as (i) any Subsidiary of the Borrower can be dissolved so long as the Borrower or a wholly-owned Subsidiary of the Borrower acquires all such Subsidiary's assets; and (ii) so long as there exists shall exist no Default or Event of Default both before prior to and after giving effect to such sale and the Borrower complies fully with Section 2.05(c) hereof, Borrower may consummate the sale of Towers (but not all or any substantial portion of Towers);
(b) acquire any assets, Property or business of any other Person except (i) the Borrower and the Subsidiaries of the Borrower may acquire assets and Property acquired in the ordinary course of business a proposed transaction and (ii) provided no Default event has occurred and no circumstance exists, which has had, or Event will have, a Material Adverse Effect on the date of Default exists or would result therefromsuch transaction, the Borrower or any Restricted Subsidiary may, consummate an Acquisition of another Person, so long as in each case:
(A) such assets, property or business shall be in or relate to the communications or media related business, or the entertainment and internet businesses or related businesses,
(B) the Administrative Agent shall have received copies of all documents, instruments, opinions and other information relating to the seller and assets to be acquired as it may consummate transactions constituting Permitted Acquisitions;reasonably request; and
(C) immediately after giving effect to any such Acquisition, (I) all such acquired Debt for Borrowed Money of the Restricted Subsidiaries shall comply with Section 7.1(e) hereof, and (II) the Borrower shall be in compliance with Section 7.5(c) below.
(c) enter into any merger or consolidation, except provided, however, that, so long as there exists shall exist no Default prior to or Event of Default and none is caused therebyafter giving effect to a proposed transaction, (ii)(A) any a Restricted Subsidiary of the Borrower can may merge or consolidate into with another Restricted Subsidiary; (B) an Unrestricted Subsidiary may merge or consolidate with another Unrestricted Subsidiary or a Restricted Subsidiary; and (C) an Unrestricted Subsidiary or a Restricted Subsidiary may merge or consolidate with the Borrower provided, that the Borrower or such Restricted Subsidiary shall be the surviving entity of any other transaction governed by this Section 7.5(c)(i); and (ii) the Borrower or any Restricted Subsidiary of the Borrower, may merge or so long as such transaction is in connection consolidate with a Permitted Acquisition, into another Person, so long as a Subsidiary of the Borrower is a survivor, or into the Borrower so long as the Borrower is the surviving corporation, and (iiA) another Person may be merged into the Borrower or any a Restricted Subsidiary of the Borrower in connection with a Permitted Acquisition, so long as the Borrower or such Subsidiary is shall be the surviving corporation; or
entity, (dB) create no event has occurred and no circumstance exists, which has had, or acquire any Subsidiarywill have, except as permitted by Section 8.04(ea Material Adverse Effect on the date of such transaction and (C) hereof. In connection with any asset sale permitted by this Section 8.06, Section 11.01 hereof or otherwise consented to by the Lenders in accordance with the terms of this Agreement, the Administrative Agent is hereby authorized by each Lender to (i) execute any and shall have received copies of all releases deemed appropriate by information related thereto as it to release such assets of the Borrower and the Subsidiaries of the Borrower constituting Collateral from all Liens and security interests securing all or any portion of the Obligations, (ii) return to the Borrower any such Collateral in the possession of the Administrative Agent, and (iii) take such other action as the Administrative Agent deems necessary or appropriate in connection with such transaction and in furtherance of the effectuation thereofmay reasonably request.
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