Merger; Consolidation; Sale or Lease of Assets Sample Clauses

Merger; Consolidation; Sale or Lease of Assets. Neither the Company ---------------------------------------------- nor any of its Subsidiaries shall sell, lease or otherwise dispose of assets or properties (valued at the lower of cost or market), other than sales of inventory in the ordinary course of business, in the aggregate in excess of $500,000 in any fiscal year; or liquidate, merge or consolidate into or with any other person or entity, provided that any Subsidiary of the Company may merge or -------- consolidate into or with (i) the Company if no Default has occurred and is continuing or would result from such merger and if the Company is the surviving company, or (ii) any other wholly-owned Subsidiary of the Company.

Merger; Consolidation; Sale or Lease of Assets. Without the prior written consent of the Agent, neither the Borrower nor any of its Subsidiaries shall liquidate, merge or consolidate into or with any other person or entity, or sell, lease or otherwise dispose of any assets or properties, other than (i) the disposition of scrap, waste and obsolete or unusable items and Qualified Investments, in each case in the ordinary course of business; (ii) the sale, transfer, assignment or disposition of any Eligible Leases, Eligible Rental Contracts and Eligible Equipment, PROVIDED that the net proceeds thereof are sufficient to prepay and are applied simultaneously to prepay any related Revolving Credit Loan or Conversion Term Loan in accordance with Section 2.9 hereof; and

Merger; Consolidation; Sale or Lease of Assets. Neither the Borrower ---------------------------------------------- nor any of its Subsidiaries shall liquidate, merge or consolidate into or with any other Person or entity, or sell, lease or otherwise dispose of any assets or properties, other than sales and leases of Inventory and Systems and the disposition of scrap, waste and obsolete or unusable items and Qualified Investments, in each case in the ordinary course of business. Notwithstanding the foregoing, the Borrower shall be permitted to (a) as long as no Event of Default has occurred and is continuing or would arise therefrom, transfer title to Inventory, equipment and rights to use technology, Customer Contracts and other property, rights and interests related to Systems to Permitted Systems Financiers pursuant to and in accordance with Permitted Systems Financing Facilities, or (b) cause any of its Subsidiaries to merge with and into the Borrower or any of its other Subsidiaries. The Borrower shall not enter into any agreement with any Person other than the Lender pursuant to which the Borrower agrees not to sell, lease or otherwise dispose of its assets or properties.

Merger; Consolidation; Sale or Lease of Assets. Neither the Company nor any of its Subsidiaries shall, without the prior written consent of the Bank, sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or liquidate, merge or consolidate into or with any other Person or entity, PROVIDED that any Subsidiary of the Company may merge or consolidate into or with (i) the Company if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Company is the surviving company or (ii) any other wholly-owned Subsidiary of the Company.

Merger; Consolidation; Sale or Lease of Assets. Neither the Company nor any of its Subsidiaries shall, without the prior written consent of the Bank, sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or liquidate, merge or consolidate into or with or acquire any other Person or entity, provided that any Subsidiary of the Company may merge or consolidate into or with (i) the Company if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Company is the surviving company or (ii) any other wholly-owned Subsidiary of the Company; provided further, that the Company may acquire all or substantially all of the assets or the capital stock of, or other equity interests in Biosearch Italia, or Biosearch Italia may be merged with or into the Company (the "BI Acquisition"), subject to satisfaction of the following conditions: (a) immediately prior to the BI Acquisition and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or will arise on a pro forma basis and the Company shall have provided the Bank evidence satisfactory to it, in its sole discretion, to such effect (including, without limitation, a compliance certificate demonstrating pro forma compliance with the financial covenants contained in Sections 5.10, 5.11 and 5.12); (b) if the BI Acquisition is consummated (i) by way of merger or consolidation, the Company shall be the surviving entity, or (ii) by way of asset sale, the assets so acquired shall be transferred free and clear of any Encumbrances (except to the extent permitted by Section 6.4), or (iii) by way of acquisition in which Biosearch Italia becomes a domestic Subsidiary of the Company, or the Company forms a domestic Subsidiary for the purpose of acquiring the assets of Biosearch Italia, the Bank shall have received a Guaranty Agreement in the form of Exhibit J attached hereto executed by Biosearch Italia or such newly-formed domestic Subsidiary; (c) no Indebtedness in excess of $2,000,000 shall be incurred, guaranteed, assumed or consolidated in connection with the BI Acquisition (except to the extent permitted by Section 6.1); (d) the Bank shall have received lien searches reasonably satisfactory to the Bank with respect to the assets of, and equity interests in, Biosearch Italia; (e) the representations and warranties of the Company set forth in Section 4 shall be true and correct on the date of the BI Acquisit...

Merger; Consolidation; Sale or Lease of Assets. The Borrower shall not, and shall not allow any of its Significant Subsidiaries to, (a) sell, lease or otherwise dispose of assets or properties (valued at the lower of cost or market), other than (i) sales of assets in the ordinary course of business, (ii) sales of assets or property not in the ordinary course of business, provided that the assets or properties so sold during any fiscal year generated, produced, contributed to or accounted for, directly or indirectly, in the aggregate, no more than ten percent (10%) of Consolidated Net Income for the immediately preceding fiscal year, as shown in the financial statements for such prior year delivered to the Administrative Agent by the Borrower pursuant to Section 5.1(a), and provided, further, that (x) whenever the Borrower or any Significant Subsidiary sells any assets or properties pursuant to this clause (ii), the Borrower shall provide the Administrative Agent with such statements of income and other information as the Administrative Agent or any Lender reasonably requests in order to determine compliance with this clause (ii), all of which statements have been prepared in accordance with GAAP in a manner consistent with the financial statements provided to the Administrative Agent by the Borrower pursuant to Section 5.1(a), and (y) at the time of any such proposed sale, no Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom, and (iii) the sale or disposition of any of the common stock of the Borrower purchased with any of the proceeds of the Loans, or (b) liquidate, merge or consolidate into or with any other person, provided that any Significant Subsidiary of the Borrower may merge or consolidate into or with (i) the Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Borrower is the surviving company, or (ii) any other wholly-owned Significant Subsidiary of the Borrower.

Merger; Consolidation; Sale or Lease of Assets. Other ----------------------------------------------------- Acquisitions. Neither the Company nor any of its Subsidiaries shall sell, lease ------------ or otherwise dispose of assets or properties in excess of $100,000 during any fiscal year (valued at the lower of cost or market), other than sales of inventory in the ordinary course of business in any fiscal year; or liquidate, merge or consolidate into or with any other person or entity, or otherwise acquire any other entity, provided that any Subsidiary of the Company may merge or consolidate into or with (i) the Company if no Default would result from such merger and if the Company is the surviving company, or (ii) any other wholly-owned Subsidiary of the Company and provided -------- further, that the Company or any Subsidiary of the Company may enter into ------- the SCA Acquisition, the Xxxxxxx Acquisition or a merger or acquire any other entity or other assets so long as, in each case, (a) in the case of a merger, the Company or such Subsidiary, as the case may be, is the surviving entity of such merger; (b) no Default or Event of Default has occurred and is continuing or would exist as a result of the merger or acquisition, as the case may be; (c) the Company has delivered to the Bank seven (7) Business Day's prior written notice of such merger or acquisition, which notice shall provide the Bank with a reasonably detailed description of the proposed merger or (h) the Company has demonstrated to the satisfaction of the Bank, based on a pro forma compliance certificate, --------- compliance with all the financial covenants contained herein on a pro forma basis immediately prior to and after giving effect to such acquisition or merger (provided, to the extent the Company is not able to calculate such pro forma compliance due to the accounting methods used by the Person to be acquired or merged, the Company shall deliver to the Bank a certification that, to the best of the Company's knowledge, no Default or Event of Default will exist after giving effect to the acquisition and, in addition, the Company shall be required to deliver such pro forma compliance certificate within sixty (60) days from the date of the consummation of the acquisition or merger); and (i) the aggregate purchase price consisting of any consideration other than the capital stock of the Company for any single acquisition or merger or series of related acquisitions or mergers shall not exceed $14,455,000 in the case of the SCA Acq...

Merger; Consolidation; Sale or Lease of Assets. The Borrower shall not, in a single transaction or a series of transactions, sell or otherwise dispose of all or any substantial part of its shares of the capital stock of any of Borrower's Material Subsidiaries; neither the Borrower nor any of its Material Subsidiaries shall sell, lease or otherwise dispose of all or any portion of any other assets, , in a single transaction or a series of transactions, in excess of $250,000, provided that with respect to a Material Subsidiary such a sale will be permitted if it is in the ordinary course of business and does not represent more than 10% of such Material Subsidiary's assets; and neither the Borrower nor any of its Material Subsidiaries shall liquidate, merge or consolidate with any other person or entity; provided that the Borrower may merge or consolidate into or with another person or entity if no Default has occurred and is continuing or would result from such merger or consolidation and if the Borrower is the surviving company; and provided, further, that any Subsidiary of the Borrower may merge or consolidate into or with (i) the Borrower if the Borrower is the surviving company, or (ii) any other Subsidiary of the Borrower; or (iii) any other person if the Subsidiary is the surviving company in, and remains a Controlled Subsidiary following, such merger or consolidation; and provided further, that any Subsidiary that is not a Material Subsidiary may be liquidated, merged or consolidated into or with another person or entity if the assets of such Subsidiary do not represent more than 10% of the consolidated total assets of the Borrower.

Merger; Consolidation; Sale or Lease of Assets. Neither the Company nor any of its Subsidiaries shall sell, lease or otherwise dispose of all or any substantial portion of its assets; or liquidate, merge or consolidate into or with any other person or entity, provided that any Subsidiary of the Company may merge or consolidate into or with (i) the Company if no Default has occurred and is continuing or would result from such merger and if the Company is the surviving company, or (ii) any other wholly-owned Subsidiary of the Company.

Merger; Consolidation; Sale or Lease of Assets. Neither the Borrower nor any of its Subsidiaries shall, without the prior written consent of the Bank, sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or liquidate, merge or consolidate into or with any other Person or entity, provided that any Subsidiary of a Credit Party may merge or consolidate into or with (i) the Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Borrower is the surviving company or (ii) any other wholly-owned Subsidiary of the Borrower. Notwithstanding the foregoing provisions of this section, the Borrower or any Subsidiary may acquire (whether by way of purchase of assets or stock, by merger or consolidation or otherwise) all or substantially all of the assets located in or capital stock of any Person engaged primarily in the same line of business as the Borrower or any Subsidiaries; provided that (a) no Default shall exist at the time of such acquisition or shall be caused thereby in the foreseeable future and (b) after giving effect to such acquisition the Borrower shall be in compliance with all the provisions of Sections 5.9 through 5.11 and the Borrower shall have delivered to the Bank a Compliance Certificate demonstrating such compliance on a pro forma basis. Notwithstanding any provision of this Agreement to the contrary, the Credit Parties may license and exploit any rights to their intellectual property, including, without limitation, all patents, patent applications, trademarks, service marks, and tradenames, in arms-length transactions for fair market value, without the consent of the Bank.