Common use of Merger and Sale of Assets Clause in Contracts

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Company (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), (ii) any one or more Guarantors of Payment (provided that a Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (b) a Borrower may merge with another Borrower (provided that EPIQ shall be a continuing or surviving Person); (c) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, (ii) any Guarantor of Payment, or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (d) any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used in such Company’s business for fair market value, as determined by the board of directors of EPIQ; (e) any sale or other Disposition (including cancellation of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions) in the ordinary course of business for fair market value, as determined by the board of directors of EPIQ; or (f) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof and investments may be effected in accordance with the provisions of Section 5.11 hereof.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Company (other than a Borrower) Domestic Subsidiary may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), ) or (ii) any one or more Guarantors of Payment (provided that a Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit PartiesPayment; (b) a Borrower may merge with another Borrower any Company (provided that EPIQ Borrower shall be a the continuing or surviving Person); (c) any Company Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, Borrower or (ii) any Guarantor of Payment, or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (d) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (e) any Foreign Subsidiary may merge or amalgamate with a Credit Party provided that a Credit Party shall be the continuing or surviving Person and Borrower shall be a continuing or surviving Person; (f) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Credit Party or any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful or no longer used in such Company’s business for fair market value, as determined by the board of directors of EPIQ; (e) any sale or other Disposition (including cancellation of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions) in the ordinary course of business for fair market value, as determined by the board of directors of EPIQ's business; or (fh) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof and investments may be effected in accordance with the provisions of Section 5.11 hereof.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person Person, other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Company Subsidiary (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), ) or (ii) any one or more Guarantors of Payment (Payment, provided that a Guarantor of Payment shall be either (A) the continuing or surviving Person)Person shall be a Wholly-Owned Subsidiary that shall be a Guarantor of Payment, or (iiiB) after giving effect to any other Companymerger pursuant to this subpart (ii), so long a Borrower or one or more Wholly-Owned Subsidiaries that shall be Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as both such Companies are NonBorrower or one or more Wholly-Credit Parties;Owned Subsidiaries (that shall be Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; or (b) any Subsidiary (other than a Borrower may merge with another Borrower (provided that EPIQ shall be a continuing or surviving Person); (cBorrower) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, (ii) any Guarantor of Payment, or (iii) any other Company, so long as both such Companies are Non-Credit Parties;Party. (dc) any Company may MTCT may, but not more often than one time and in a single transaction, sell, lease, lease or transfer or otherwise dispose of assets with an aggregate value not to exceed $4,500,000 to any assets that are obsolete or no longer used in such Company’s business for fair market value, as determined by the board of directors of EPIQ; (e) any sale or other Disposition (including cancellation of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions) in the ordinary course of business for fair market value, as determined by the board of directors of EPIQ; or (f) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof and investments may be effected in accordance with the provisions of Section 5.11 hereofPerson.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Company (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), (ii) any one or more Guarantors of Payment (provided that a Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (b) a Borrower may merge with another Borrower (provided that EPIQ shall be a continuing or surviving Person); (c) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, (ii) any Guarantor of Payment, or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (dc) any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used in such Company’s business for fair market value, as determined by the board of directors of EPIQBorrower; (ed) any sale or other Disposition (including cancellation of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions) in the ordinary course of business for fair market value, as determined by the board of directors of EPIQBorrower; or (fe) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof and investments may be effected in accordance with the provisions of Section 5.11 hereof.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any a. a Company (other than a the Borrower) may merge with (i) a the Borrower (provided that such the Borrower shall be the continuing or surviving Person), ) or (ii) any one or more Guarantors of Payment (provided that a at least one Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; b. a Company (bother than the Borrower) a Borrower may merge with another Borrower (provided that EPIQ shall be a continuing or surviving Person); (c) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, the Borrower or (ii) any Guarantor of Payment; c. a Company (other than a Credit Party) may merge with or sell, lease, transfer or (iii) otherwise dispose of any of its assets to any other Company, so long as both such Companies are Non-Credit Parties; (d) any d. a Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used useful in such Company’s business for fair market value, as determined by the board of directors of EPIQbusiness; (e) any sale e. with respect to a merger, amalgamation or other Disposition (including cancellation of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions) in the ordinary course of business for fair market valueconsolidation, as determined by the board of directors of EPIQ; or (f) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof hereof; f. the Borrower may consummate the New Jersey Real Property Disposition so long as (i) no Default or Event of Default shall have occurred and investments be continuing or would result therefrom, and (ii) the consideration received for the New Jersey Real Property Disposition represents the fair market value thereof (as determined in good faith by the board of directors of the Borrower) and all of such consideration is paid in Dollars; g. the Borrower may sell or dispose of its assets (not otherwise permitted hereunder) so long as: i. no Default or Event of Default shall have occurred and be continuing or would result therefrom; ii. the consideration received with respect to such disposition represents the fair market value of the assets being sold (as determined in good faith by the board of directors of the Borrower) and all of such consideration is paid in Dollars; and iii. the aggregate amount of proceeds of all such dispositions for all Companies does not exceed Fifteen Million Dollars ($15,000,000) during the Commitment Period; and h. any Dormant Subsidiary may be effected in accordance with the provisions of Section 5.11 hereofdissolved.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any a Company (other than a the Borrower) may merge with (i) a the Borrower (provided that such the Borrower shall be the continuing or surviving Person), ) or (ii) any one or more Guarantors of Payment (provided that a at least one Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (b) a Borrower may merge with another Borrower Company (provided that EPIQ shall be a continuing or surviving Person); (cother than the Borrower) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, the Borrower or (ii) any Guarantor of Payment; (c) a Company (other than a Credit Party) may merge with or sell, lease, transfer or (iii) otherwise dispose of any of its assets to any other Company, so long as both such Companies are Non-Credit Parties; (d) a Company may enter into Sale/Leaseback Transactions in connection with the development of a restaurant, so long as the aggregate amount of all Sale/Leaseback Transactions for all Companies, (i) during any fiscal year of Borrower, does not exceed $10,000,000, and (ii) during the term of this Agreement, does not exceed $30,000,000 in the aggregate; (e) a Company may sell, lease, transfer or otherwise dispose of any assets (including, without limitation, intellectual property) that are obsolete or no longer used useful in such Company’s business business; (f) a Company may sell or dispose of its assets (not otherwise permitted hereunder ) for fair market value, value so long as determined by (i) at the board time of directors of EPIQ; (e) any sale or other Disposition disposition, no Event of Default shall exist or shall result from such sale or disposition, (including cancellation ii) not less than 75% of Indebtednessthe aggregate sales price from such sale or disposition shall be paid in cash, (iii) the aggregate fair market value of Cash Equivalents all assets so sold by the Companies, together, shall not exceed (A) $15,000,000 per fiscal year of the Borrower, and (B) $30,000,000 in the aggregate during the term of this Agreement, and (iv) after giving effect to such sale or non-core assets acquired disposition, the Companies are in compliance on a pro forma basis with the covenant set forth in Section 5.7(a) hereof, recomputed for the most recent Quarterly Reporting Period for which financial statements have been delivered pursuant to AcquisitionsSection 5.3 hereof; provided that, notwithstanding anything in this subsection (f) to the contrary, a Company may sell or dispose of its assets in excess of the basket limitations set forth in subpart (iii) above, so long as both before and immediately after giving effect to such sale or disposition, (1) each of the conditions set forth in subparts (i), (ii) and (iv) above are satisfied, and (2) the Borrower shall have demonstrated, on a pro forma basis after giving effect to such sale or disposition and any prepayment of the Loans by the Borrower with the proceeds of such sale or disposition, that the Leverage Ratio is less than or equal to the Leverage Ratio in effect immediately prior to such sale or disposition. (g) a Company may grant licenses, sublicenses, leases or subleases to third parties in the ordinary course of business for fair market value, as determined by not interfering in any material respect with the board business of directors of EPIQ; orthe Companies; (fh) a Company may make dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of such Company, or any disposition of property or assets subject to an insurance claim or condemnation proceeding; (i) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof hereof; (j) a Company may conduct trade-ins and investments exchanges of equipment with third parties in the ordinary course of business to the extent substantially comparable (or better) equipment useful in the operation of the business of any Company is obtained in exchange therefor; and (k) a Company may be effected make dispositions resulting from sales or discounting in accordance the ordinary course of business of past due Accounts in connection with the provisions collection or compromise thereof; provided that nothing in this Section 5.12 shall be construed to limit the trading of Section 5.11 hereofcash equivalents or the termination of Hedge Agreements by any Company in the ordinary course of business.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of businessPerson, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Company (other than a Borrower) may merge with (i) a the Borrower (provided that such the Borrower shall be the continuing or surviving Person), (ii) any one or more Subsidiary Guarantors of Payment (provided that a Subsidiary Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-not Credit Parties, any other Company; (b) a Borrower may merge with another Borrower (provided that EPIQ shall be a continuing or surviving Person); (c) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a the Borrower, (ii) any Guarantor of PaymentSubsidiary Guarantor, or (iii) any other Company, so long as both such Companies are Non-not Credit Parties, any other Company; (dc) any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used in such Company’s business for fair market value, as determined by the board of directors of EPIQbusiness; (ed) any sale Company may sell, lease, transfer or otherwise dispose of any inventory or other Disposition (including cancellation of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions) in the ordinary course of business for fair market value, as determined by the board of directors of EPIQ; orbusiness; (fe) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof hereof; (f) any Company may sell, transfer or otherwise dispose of its accounts receivables, either pursuant to a Permitted Receivables Facility or pursuant to other sales by such Company, in an aggregate amount for all Companies not to exceed Seventy-Five Million Dollars ($75,000,000) during any fiscal year of the Borrower; (g) any Company may (i) sell, lease, transfer or otherwise dispose of intellectual property and investments (ii) sell, lease, transfer or otherwise dispose of any non-core assets so long as such non-core assets disposed are sold for their fair market value and on an arms-length basis and all such sales, leases, transfers or other dispositions do not exceed Seventy-Five Million Dollars ($75,000,000) in the aggregate in any fiscal year of Borrower; (h) each of the Companies listed on Schedule 5.12 hereto may be effected liquidated, wound up or dissolved at any time so long as such Subsidiaries are Immaterial Subsidiaries; (i) any Company may sell, lease, transfer or other dispose of its Equity Interests in accordance with a Foreign Subsidiary (and to the provisions extent any such Equity Interests are in a First Tier Foreign Subsidiary and are pledged under the Collateral Documents, such pledge shall be deemed to be automatically released) so long as such Foreign Subsidiary remains a Subsidiary; and (j) any Company may cause a Foreign Subsidiary to dissolve or be liquidated under local law so long as the assets of Section 5.11 hereofsuch Foreign Subsidiary become the assets of another Company.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any a Company (other than a the Borrower) may merge with (i) a the Borrower (provided that such the Borrower shall be the continuing or surviving Person), ) or (ii) any one or more Guarantors of Payment (provided that a at least one Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (b) a Borrower may merge with another Borrower (provided that EPIQ shall be a continuing or surviving Person); (c) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, the Borrower or (ii) any Guarantor of Payment; (c) a Company (other than a Credit Party) may merge with or sell, lease, transfer or (iii) otherwise dispose of any of its assets to any other Company, so long as both such Companies are Non-Credit Parties; (d) any a Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used useful in such Company’s business for fair market valueor the subject of a condemnation or, as determined by subject to the board insurance payment provisions of directors of EPIQSection 5.1 hereof, casualty loss; (e) any sale a Company may transfer cash or other Disposition (including cancellation of Indebtedness) of Cash Equivalents property or non-core assets acquired pursuant to Acquisitions) otherwise make payments in the ordinary course of business for fair market valueconnection with transactions permitted under Sections 5.8, as determined by the board of directors of EPIQ5.11, 5.13 and 5.15 under this Agreement; orand (f) Acquisitions may be effected other transfers or dispositions consummated by one or more of the Companies in accordance with any Fiscal Year in an aggregate amount not to exceed 10% of Consolidated Total Assets as determined as of the provisions last day of Section 5.13 hereof and investments may be effected in accordance with the provisions of Section 5.11 hereofimmediately preceding Fiscal Year.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist, and unless otherwise prohibited by the Senior Notes Documents: (a) any Company (other than a Borrower) Domestic Subsidiary may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person), ) or (ii) any one or more Guarantors of Payment (provided that a Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (b) a Borrower may merge with another Borrower (provided that EPIQ shall be a continuing or surviving Person); (c) any Company Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, Borrower or (ii) any Guarantor of Payment, ; (c) a Foreign Subsidiary may merge or (iii) any other Company, so long as both such Companies are Non-amalgamate with a Credit PartiesParty provided that a Credit Party shall be the continuing or surviving Person; (d) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Credit Party; (e) a Foreign Subsidiary may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (f) a Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used useful in such Company’s business 's business; (g) a Dormant Subsidiary may be, dissolved or otherwise cease to exist provided that all rights and interest in and to all property, assets and liabilities of such Dormant Subsidiary are assumed by or transferred to a Credit Party; (h) a Company may sell, lease or otherwise dispose of any fixed assets, so long as (i) the proceeds of such Disposition are applied in accordance with the Indenture and the Intercreditor Agreement, and (ii) as of the date of such disposition, no Default or Event of Default shall then exist or immediately thereafter shall begin to exist; and (i) a Company may, in addition to any Disposition otherwise permitted pursuant to this Section 5.12, make Dispositions (including, without limitation, the sale by Borrower of Kratos Southeast, Inc.), so long as (i) the aggregate amount of proceeds of all such Dispositions does not exceed Five Million Dollars ($5,000,000), (ii) the consideration received for the property subject to each such Disposition shall be in an amount at least equal to the fair market value, as value thereof (determined in good faith by the board of directors of EPIQ; Borrower (eor similar governing body)), (iii) to the extent the property that is subject to such Disposition constitutes Collateral (other than Indenture Priority Collateral), the net proceeds of such Disposition are used to acquire inventory, documents, contracts, accounts, chattel paper, instruments or contract rights in respect of any sale service or other sales contracts, (iv) to the extent the property that is subject to such Disposition (including cancellation constitutes Indenture Priority Collateral, the proceeds of Indebtedness) of Cash Equivalents or non-core assets acquired pursuant to Acquisitions) in the ordinary course of business for fair market value, as determined by the board of directors of EPIQ; or (f) Acquisitions may be effected such Disposition are applied in accordance with the provisions Indenture and the Intercreditor Agreement, and (v) as of Section 5.13 hereof and investments may be effected in accordance with the provisions date of Section 5.11 hereofsuch Disposition, no Default or Event of Default shall then exist or immediately thereafter shall begin to exist.