Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly: (a) Wind up its affairs, liquidate or dissolve; (b) Be a party to any merger or consolidation; (c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the Borrower and/or its Subsidiaries, or agree to take any such action; (d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower or any wholly-owned Subsidiary of the Borrower; or (e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Animal Health International, Inc.), Term Loan Credit Agreement (Animal Health International, Inc.)
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the Borrower and/or its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower or any wholly-owned Subsidiary of the Borrower; or
(e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
(1) any Business Entity comprising the Parent may merge or consolidate with any other Business Entity comprising the Parent or may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Business Entity being owned by another Business Entity comprising the Parent;
(2) any Subsidiary of the Borrower may merge or consolidate with the Borrower or any other Subsidiary of the Borrower, provided, that if one or more of the entities so merging or consolidating was a Guarantor, and if the surviving entity is not the Borrower or is not yet a Guarantor, such surviving entity must become a Credit Party simultaneously with such merger by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(3) any of the Borrower’s Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or any other Subsidiary of the Borrower, provided, that if the entity selling, leasing, transferring or otherwise disposing of its assets is a Guarantor, and if the entity to whom the sale, lease, transfer or other disposition was made is not the Borrower or is not yet a Guarantor, such entity must become a Credit Party simultaneously with the consummation of such lease, transfer or disposition by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(4) any Subsidiary of the Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by the Borrower or a Subsidiary; provided, that if the entity dissolving or liquidating is a Guarantor, and if the entity to whom all assets of such dissolving or liquidating entity are transferred is not the Borrower or is not yet a Guarantor, such entity to whom such assets are being transferred must become a Credit Party simultaneously with the consummation of such dissolution or liquidation by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(5) the Borrower and its Subsidiaries may (i) sell, exchange or otherwise dispose of Permitted Investment Securities in the ordinary course of business; (ii) terminate, surrender or sublease a lease of real Property by the Borrower or any of its Subsidiaries in the ordinary course of business; (iii) sell Equipment that is obsolete, worn out or no longer needed in the business of the Borrower or any of its Subsidiaries; (iv) enter into sale-leaseback transactions relating to Property having a fair market value not to exceed $1,000,000 in the aggregate during the period from September 26, 2006 through the Term Loan Maturity Date; and (v) sell any other fixed assets (including real Property, equipment and fixtures) having a fair market value not to exceed $1,000,000 in the aggregate during the period from September 26, 2006 through the Term Loan Maturity Date; provided that all proceeds of any of the foregoing (other than Section 7.4(e)(5)(ii) above) shall be paid to the Collateral Agent for application to outstanding Loans (as defined in the Revolving Credit Agreement) or Obligations, to the extent then outstanding, in accordance with the terms of the First Lien Intercreditor Agreement;
(6) to the extent any Collateral is sold or otherwise disposed of as permitted by this Section 7.4, such Collateral shall be sold or otherwise disposed of free and clear of the Liens of the Security Documents and the Collateral Agent shall take such actions, including executing and filing appropriate releases, as are appropriate in connection therewith, and no approval of any of Lenders shall be required therefor; and
(7) the Borrower and/or any other Credit Party may purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or all or a majority of issued and outstanding shares of Equity Interests of, or similar interest in, any Person, so long as (a) immediately after giving effect to the applicable purchase or acquisition, no Default or Event of Default exists (including without limitation, the Credit Parties are in compliance with the Fixed Charge Coverage Ratio requirements of Section 7.11, tested on a pro forma basis assuming that such purchase or acquisition had occurred at the beginning of the four (4) most recent consecutive fiscal quarters of the Credit Parties ending on or immediately prior to the date of such purchase or acquisition), (b) the aggregate purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) for all such purchases and acquisitions does not exceed $60,000,000 in the aggregate during the period from September 26, 2006 through the Term Loan Maturity Date for all such other purchases and acquisitions and (c) if the purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) exceeds $15,000,000 in the aggregate, the Required Lenders shall have consented in writing to such purchase or acquisition; and
(8) The Credit Parties may make Investments to the extent permitted by Section 7.7.
Appears in 2 contracts
Samples: Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.)
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger merger, consolidation or consolidationamalgamation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the any Borrower and/or its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the any Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower applicable or any wholly-owned Subsidiary of the such Borrower; or
(e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
(1) any Domestic Subsidiary of the US Borrower may merge or consolidate with the US Borrower or any other Domestic Subsidiary of the US Borrower, provided, that if one or more of the entities so merging or consolidating was a Guarantor of the US Obligations, and if the surviving entity is not the US Borrower or is not yet a Guarantor of the US Obligations, such surviving entity must become a US Credit Party simultaneously with such merger by executing and delivering to the Applicable Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by such Agent, appropriately completed in Proper Form;
(2) the Canadian Borrower Merger may occur in accordance with the terms and requirements of Section 6.18, and any other Canadian Subsidiary (other than the Target) of the Canadian Borrower may merge, amalgamate or consolidate with the Canadian Borrower or any other Canadian Subsidiary of the Canadian Borrower, provided, that if one or more of the entities so merging or consolidating was a Guarantor of the Canadian Obligations, and if the surviving entity is not the Canadian Borrower or is not yet a Guarantor of the Canadian Obligations, such surviving entity must become a Canadian Credit Party simultaneously with such merger by executing and delivering to the Applicable Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by such Agent, appropriately completed in Proper Form;
(3) any of the US Borrower’s Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to the US Borrower or any other Domestic Subsidiary of the Borrower, provided, that if the entity selling, leasing, transferring or otherwise disposing of its assets is a Guarantor of the US Obligations, and if the entity to whom the sale, lease, transfer or other disposition was made is not the US Borrower or is not yet a Guarantor of the US Obligations, such entity must become a US Credit Party simultaneously with the consummation of such lease, transfer or disposition by executing and delivering to the Applicable Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by such Agent, appropriately completed in Proper Form;
(4) any of the Canadian Borrower’s Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to the Canadian Borrower or any other Canadian Subsidiary of the Canadian Borrower, provided, that if the entity selling, leasing, transferring or otherwise disposing of its assets is a Guarantor of the Canadian Obligations, and if the entity to whom the sale, lease, transfer or other disposition was made is not the Canadian Borrower or is not yet a Guarantor of the Canadian Obligations, such entity must become a Canadian Credit Party simultaneously with the consummation of such lease, transfer or disposition by executing and delivering to the Applicable Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by such Agent, appropriately completed in Proper Form;
(5) any Domestic Subsidiary of the US Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by the US Borrower or a Domestic Subsidiary; provided, that if the entity dissolving or liquidating is a Guarantor of the US Obligations, and if the entity to whom all assets of such dissolving or liquidating entity are transferred is not the US Borrower or is not yet a Guarantor of the US Obligations, such entity to whom such assets are being transferred must become a US Credit Party simultaneously with the consummation of such dissolution or liquidation by executing and delivering to the Applicable Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by such Agent, appropriately completed in Proper Form;
(6) any Canadian Subsidiary of the Canadian Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by the Canadian Borrower or a Canadian Subsidiary; provided, that if the entity dissolving or liquidating is a Guarantor of the Canadian Obligations, and if the entity to whom all assets of such dissolving or liquidating entity are transferred is not the Canadian Borrower or is not yet a Guarantor of the Canadian Obligations, such entity to whom such assets are being transferred must become a Canadian Credit Party simultaneously with the consummation of such dissolution or liquidation by executing and delivering to the Applicable Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by such Agent, appropriately completed in Proper Form;
(7) any Borrower and its Subsidiaries may (i) sell, exchange or otherwise dispose of Permitted Investment Securities in the ordinary course of business; (ii) terminate, surrender or sublease a lease of real Property by such Borrower or any of its Subsidiaries in the ordinary course of business; (iii) sell Equipment that is obsolete, worn out or no longer needed in the business of such Borrower or any of its Subsidiaries; (iv) enter into sale-leaseback transactions relating to Property having a fair market value not to exceed $5,000,000 in the aggregate for all such Equipment sale-leaseback transactions of the Borrowers during the period from the Closing Date through the Revolving Credit Termination Date; and (v) sell any other fixed assets (including real Property, equipment and fixtures) having a fair market value not to exceed $5,000,000 in the aggregate for all such fixed-asset transactions of the Borrowers during the period from June 30, 2005 through the Revolving Credit Termination Date; provided that all proceeds of any of the foregoing (other than Section 7.4(e)(7)(ii) above) shall be paid to the Applicable Agent for application to outstanding US Obligations and Term Loan Debt, to the extent then outstanding, in accordance with the terms of the Intercreditor Agreement;
(8) to the extent any Collateral is sold or otherwise disposed of as permitted by this Section 7.4, such Collateral shall be sold or otherwise disposed of free and clear of the Liens of the Security Documents and the Applicable Agent shall take such actions, including executing and filing appropriate releases, as are appropriate in connection therewith, and no approval of any of Lenders shall be required therefor;
(9) any Borrower and/or any other Credit Party may purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or all or a majority of issued and outstanding shares of Equity Interests of, or similar interest in, any Person (including without limitation, the consummation of the Acquisition by the Canadian Borrower of all Equity Interests in the Target), so long as (a) immediately after giving effect to the applicable purchase or acquisition, no Default or Event of Default exists (including without limitation, the Credit Parties are in compliance with the Fixed Charge Coverage Ratio requirements of Section 7.12, tested on a pro forma basis assuming that such purchase or acquisition had occurred at the beginning of the four (4) most recent consecutive fiscal quarters of the Credit Parties ending on or immediately prior to the date of such purchase or acquisition), (b) average Availability at all times for the ninety (90)-day period prior to such purchase or acquisition, as well as Availability immediately after giving effect to the applicable purchase or acquisition, is $20,000,000 or greater, (c) the aggregate purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by any Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) for all such purchases and acquisitions does not exceed $60,000,000 in the aggregate during the period from June 30, 2005 through the Revolving Credit Termination Date for all such other purchases and acquisitions by the Borrowers, and (d) if the purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the applicable Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) for the applicable purchase or acquisition exceeds $15,000,000 in the aggregate, the Required Lenders shall have consented in writing to such purchase or acquisition; and
(10) The Credit Parties may make Investments to the extent permitted by Section 7.7.
Appears in 2 contracts
Samples: Credit Agreement (Animal Health International, Inc.), Credit Agreement (Animal Health International, Inc.)
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the Borrower and/or its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower or any wholly-owned Subsidiary of the Borrower; or
(e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
(1) any Business Entity comprising the Parent may merge or consolidate with any other Business Entity comprising the Parent or may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Business Entity being owned by another Business Entity comprising the Parent;
(2) any Subsidiary of the Borrower may merge or consolidate with the Borrower or any other Subsidiary of the Borrower, provided, that if one or more of the entities so merging or consolidating was a Guarantor, and if the surviving entity is not the Borrower or is not yet a Guarantor, such surviving entity must become a Credit Party simultaneously with such merger by executing and delivering to the Collateral Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Agent, appropriately completed in Proper Form;
(3) any of the Borrower’s Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or any other Subsidiary of the Borrower, provided, that if the entity selling, leasing, transferring or otherwise disposing of its assets is a Guarantor, and if the entity to whom the sale, lease, transfer or other disposition was made is not the Borrower or is not yet a Guarantor, such entity must become a Credit Party simultaneously with the consummation of such lease, transfer or disposition by executing and delivering to the Collateral Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Agent, appropriately completed in Proper Form;
(4) any Subsidiary of the Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by the Borrower or a Subsidiary; provided, that if the entity dissolving or liquidating is a Guarantor, and if the entity to whom all assets of such dissolving or liquidating entity are transferred is not the Borrower or is not yet a Guarantor, such entity to whom such assets are being transferred must become a Credit Party simultaneously with the consummation of such dissolution or liquidation by executing and delivering to the Collateral Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Agent, appropriately completed in Proper Form;
(5) the Borrower and its Subsidiaries may (i) sell, exchange or otherwise dispose of Permitted Investment Securities in the ordinary course of business; (ii) terminate, surrender or sublease a lease of real Property by the Borrower or any of its Subsidiaries in the ordinary course of business; (iii) sell Equipment that is obsolete, worn out or no longer needed in the business of the Borrower or any of its Subsidiaries; (iv) enter into sale-leaseback transactions relating to Property having a fair market value not to exceed $1,000,000 in the aggregate during the period from the Closing Date through the Revolving Credit Termination Date; and (v) sell any other fixed assets (including real Property, equipment and fixtures) having a fair market value not to exceed $1,000,000 in the aggregate during the period from June 30, 2005 through the Revolving Credit Termination Date; provided that all proceeds of any of the foregoing (other than Section 7.4(e)(5)(ii) above) shall be paid to the Collateral Agent for application to outstanding Obligations and Term Loan Debt, to the extent then outstanding, in accordance with the terms of the First Lien Intercreditor Agreement;
(6) to the extent any Collateral is sold or otherwise disposed of as permitted by this Section 7.4, such Collateral shall be sold or otherwise disposed of free and clear of the Liens of the Security Documents and the Collateral Agent shall take such actions, including executing and filing appropriate releases, as are appropriate in connection therewith, and no approval of any of Lenders shall be required therefor;
(7) the Borrower and/or any other Credit Party may purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or all or a majority of issued and outstanding shares of Equity Interests of, or similar interest in, any Person, so long as (a) immediately after giving effect to the applicable purchase or acquisition, no Default or Event of Default exists (including without limitation, the Credit Parties are in compliance with the Fixed Charge Coverage Ratio requirements of Section 7.12, tested on a pro forma basis assuming that such purchase or acquisition had occurred at the beginning of the four (4) most recent consecutive fiscal quarters of the Credit Parties ending on or immediately prior to the date of such purchase or acquisition), (b) average Availability at all times for the ninety (90)-day period prior to such purchase or acquisition, as well as Availability immediately after giving effect to the applicable purchase or acquisition, is $20,000,000 or greater, (c) the aggregate purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) for all such purchases and acquisitions does not exceed $60,000,000 in the aggregate during the period from June 30, 2005 through the Revolving Credit Termination Date for all such other purchases and acquisitions, and (d) if the purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) for the applicable purchase or acquisition exceeds $15,000,000 in the aggregate, the Required Lenders shall have consented in writing to such purchase or acquisition; and
(8) The Credit Parties may make Investments to the extent permitted by Section 7.7.
Appears in 1 contract
Samples: Credit Agreement (Animal Health International, Inc.)
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the Borrower and/or its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower or any wholly-owned Subsidiary of the Borrower; or
(e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
(1) any Business Entity comprising the Parent may merge or consolidate with any other Business Entity comprising the Parent or may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Business Entity being owned by another Business Entity comprising the Parent;
(2) any Subsidiary of the Borrower may merge or consolidate with the Borrower or any other Subsidiary of the Borrower, provided, that if one or more of the entities so merging or consolidating was a Guarantor, and if the surviving entity is not the Borrower or is not yet a Guarantor, such surviving entity must become a Credit Party simultaneously with such merger by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(3) any of the Borrower’s Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or any other Subsidiary of the Borrower, provided, that if the entity selling, leasing, transferring or otherwise disposing of its assets is a Guarantor, and if the entity to whom the sale, lease, transfer or other disposition was made is not the Borrower or is not yet a Guarantor, such entity must become a Credit Party simultaneously with the consummation of such lease, transfer or disposition by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form; 57 Term Loan Agreement
(4) any Subsidiary of the Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by the Borrower or a Subsidiary; provided, that if the entity dissolving or liquidating is a Guarantor, and if the entity to whom all assets of such dissolving or liquidating entity are transferred is not the Borrower or is not yet a Guarantor, such entity to whom such assets are being transferred must become a Credit Party simultaneously with the consummation of such dissolution or liquidation by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(5) the Borrower and its Subsidiaries may (i) sell, exchange or otherwise dispose of Permitted Investment Securities in the ordinary course of business; (ii) terminate, surrender or sublease a lease of real Property by the Borrower or any of its Subsidiaries in the ordinary course of business; (iii) sell Equipment that is obsolete, worn out or no longer needed in the business of the Borrower or any of its Subsidiaries; (iv) enter into sale-leaseback transactions relating to Property having a fair market value not to exceed $1,000,000 in the aggregate during the period from the Closing Date through the Term Loan Maturity Date; and (v) sell any other fixed assets (including real Property, equipment and fixtures) having a fair market value not to exceed $1,000,000 in the aggregate during the period from the Closing Date through the Term Loan Maturity Date; provided that all proceeds of any of the foregoing (other than Section 7.4(e)(5)(ii) above) shall be paid to the Collateral Agent for application to outstanding Loans (as defined in the Revolving Credit Agreement) or Obligations, to the extent then outstanding, in accordance with the terms of the First Lien Intercreditor Agreement;
(6) to the extent any Collateral is sold or otherwise disposed of as permitted by this Section 7.4, such Collateral shall be sold or otherwise disposed of free and clear of the Liens of the Security Documents and the Collateral Agent shall take such actions, including executing and filing appropriate releases, as are appropriate in connection therewith, and no approval of any of Lenders shall be required therefor; and
(7) the Borrower and/or any other Credit Party may purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or all or a majority of issued and outstanding shares of Equity Interests of, or similar interest in, any Person, so long as (a) immediately after giving effect to the applicable purchase or acquisition, no Default or Event of Default exists (including without limitation, the Credit Parties are in compliance with the Fixed Charge Coverage Ratio requirements of Section 7.11, tested on a pro forma basis assuming that such purchase or acquisition had occurred at the beginning of the four (4) most recent consecutive fiscal quarters of the Credit Parties ending on or immediately prior to the date of such purchase or acquisition), (b) the aggregate purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in 58 Term Loan Agreement connection therewith under Section 7.1(m)) for all such purchases and acquisitions does not exceed $60,000,000 in the aggregate during the period from the Closing Date through the Term Loan Maturity Date for all such other purchases and acquisitions and (c) if the purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) exceeds $15,000,000 in the aggregate, the Required Lenders shall have consented in writing to such purchase or acquisition; and
(8) The Credit Parties may make Investments to the extent permitted by Section 7.7.
Appears in 1 contract
Samples: Term Loan Agreement (Animal Health International, Inc.)
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the Borrower and/or its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower or any wholly-owned Subsidiary of the Borrower; or
(e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
(1) any Business Entity comprising the Parent may merge or consolidate with any other Business Entity comprising the Parent or may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Business Entity being owned by another Business Entity comprising the Parent;
(2) any Subsidiary of the Borrower may merge or consolidate with the Borrower or any other Subsidiary of the Borrower, provided, that if one or more of the entities so merging or consolidating was a Guarantor, and if the surviving entity is not the Borrower or is not yet a Guarantor, such surviving entity must become a Credit Party simultaneously with such merger by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(3) any of the Borrower’s Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or any other Subsidiary of the Borrower, provided, that if the entity selling, leasing, transferring or otherwise disposing of its assets is a Guarantor, and if the entity to whom the sale, lease, transfer or other disposition was made is not the Borrower or is not yet a Guarantor, such entity must become a Credit Party simultaneously with the consummation of such lease, transfer or disposition by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(4) any Subsidiary of the Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by the Borrower or a Subsidiary; provided, that if the entity dissolving or liquidating is a Guarantor, and if the entity to whom all assets of such dissolving or liquidating entity are transferred is not the Borrower or is not yet a Guarantor, such entity to whom such assets are being transferred must become a Credit Party simultaneously with the consummation of such dissolution or liquidation by executing and delivering to the Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Collateral Agent, appropriately completed in Proper Form;
(5) the Borrower and its Subsidiaries may (i) sell, exchange or otherwise dispose of Permitted Investment Securities in the ordinary course of business; (ii) terminate, surrender or sublease a lease of real Property by the Borrower or any of its Subsidiaries in the ordinary course of business; (iii) sell Equipment that is obsolete, worn out or no longer needed in the business of the Borrower or any of its Subsidiaries; (iv) enter into sale-leaseback transactions relating to Property having a fair market value not to exceed $1,000,000 in the aggregate during the period from the Closing Date through the Term Loan Maturity Date; and (v) sell any other fixed assets (including real Property, equipment and fixtures) having a fair market value not to exceed $1,000,000 in the aggregate during the period from the Closing Date through the Term Loan Maturity Date; provided that all proceeds of any of the foregoing (other than Section 7.4(e)(5)(ii) above) shall be paid to the Collateral Agent for application to outstanding Loans (as defined in the Revolving Credit Agreement) or Obligations, to the extent then outstanding, in accordance with the terms of the First Lien Intercreditor Agreement;
(6) to the extent any Collateral is sold or otherwise disposed of as permitted by this Section 7.4, such Collateral shall be sold or otherwise disposed of free and clear of the Liens of the Security Documents and the Collateral Agent shall take such actions, including executing and filing appropriate releases, as are appropriate in connection therewith, and no approval of any of Lenders shall be required therefor; and
(7) the Borrower and/or any other Credit Party may purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or all or a majority of issued and outstanding shares of Equity Interests of, or similar interest in, any Person, so long as (a) immediately after giving effect to the applicable purchase or acquisition, no Default or Event of Default exists (including without limitation, the Credit Parties are in compliance with the Fixed Charge Coverage Ratio requirements of Section 7.11, tested on a pro forma basis assuming that such purchase or acquisition had occurred at the beginning of the four (4) most recent consecutive fiscal quarters of the Credit Parties ending on or immediately prior to the date of such purchase or acquisition), (b) the aggregate purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) for all such purchases and acquisitions does not exceed $60,000,000 in the aggregate during the period from the Closing Date through the Term Loan Maturity Date for all such other purchases and acquisitions and (c) if the purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) exceeds $15,000,000 in the aggregate, the Required Lenders shall have consented in writing to such purchase or acquisition; and
(8) The Credit Parties may make Investments to the extent permitted by Section 7.7.
Appears in 1 contract
Samples: Term Loan Agreement (Animal Health International, Inc.)
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the Borrower and/or its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower or any wholly-owned Subsidiary of the Borrower; or
(e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
(1) any Business Entity comprising the Parent may merge or consolidate with any other Business Entity comprising the Parent or may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Business Entity being owned by another Business Entity comprising the Parent;
(2) any Subsidiary of the Borrower may merge or consolidate with the Borrower or any other Subsidiary of the Borrower, provided, that if one or more of the entities so merging or consolidating was a Guarantor, and if the surviving entity is not the Borrower or is not yet a Guarantor, such surviving entity must become a Credit Party simultaneously with such merger by executing and delivering to the Collateral Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Agent, appropriately completed in Proper Form;
(3) any of the Borrower’s Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or any other Subsidiary of the Borrower, provided, that if the entity selling, leasing, transferring or otherwise disposing of its assets is a Guarantor, and if the entity to whom the sale, lease, transfer or other disposition was made is not the Borrower or is not yet a Guarantor, such entity must become a Credit Party simultaneously with the consummation of such lease, transfer or disposition by executing and delivering to the Collateral Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Agent, appropriately completed in Proper Form;
(4) any Subsidiary of the Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by the Borrower or a Subsidiary; provided, that if the entity dissolving or liquidating is a Guarantor, and if the entity to whom all assets of such dissolving or liquidating entity are transferred is not the Borrower or is not yet a Guarantor, such entity to whom such assets are being transferred must become a Credit Party simultaneously with the consummation of such dissolution or liquidation by executing and delivering to the Collateral Agent a Joinder Agreement, together with all requested Security Documents, as required at such time by the Agent, appropriately completed in Proper Form;
(5) the Borrower and its Subsidiaries may (i) sell, exchange or otherwise dispose of Permitted Investment Securities in the ordinary course of business; (ii) terminate, surrender or sublease a lease of real Property by the Borrower or any of its Subsidiaries in the ordinary course of business; (iii) sell Equipment that is obsolete, worn out or no longer needed in the business of the Borrower or any of its Subsidiaries; (iv) enter into sale-leaseback transactions relating to Property having a fair market value not to exceed $1,000,000 in the aggregate during the period from the Closing Date through the Revolving Credit Termination Date; and (v) sell any other fixed assets (including real Property, equipment and fixtures) having a fair market value not to exceed $1,000,000 in the aggregate during the period from June 30, 2005 through the Revolving Credit Termination Date; provided that all proceeds of any of the foregoing (other than Section 7.4(e)(5)(h) above) shall be paid to the Collateral Agent for application to outstanding Obligations and Term Loan Debt, to the extent then outstanding, in accordance with the terms of the First Lien Intercreditor Agreement;
(6) to the extent any Collateral is sold or otherwise disposed of as permitted by this Section 7.4, such Collateral shall be sold or otherwise disposed of free and clear of the Liens of the Security Documents and the Collateral Agent shall take such actions, including executing and filing appropriate releases, as are appropriate in connection therewith, and no approval of any of Lenders shall be required therefor;
(7) the Borrower and/or any other Credit Party may purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or all or a majority of issued and outstanding shares of Equity Interests of, or similar interest in, any Person, so long as (a) immediately after giving effect to the applicable purchase or acquisition, no Default or Event of Default exists (including without limitation, the Credit Parties are in compliance with the Fixed Charge Coverage Ratio requirements of Section 7.12, tested on a pro forma basis assuming that such purchase or acquisition had occurred at the beginning of the four (4) most recent consecutive fiscal quarters of the Credit Parties ending on or immediately prior to the date of such purchase or acquisition), (b) average Availability at all times for the ninety (90)-day period prior to such purchase or acquisition, as well as Availability immediately after giving effect to the applicable purchase or acquisition, is $20,000,000 or greater, (c) the aggregate purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.1(m)) for all such purchases and acquisitions does not exceed $60,000,000 in the aggregate during the period from June 30, 2005 through the Revolving Credit Termination Date for all such other purchases and acquisitions, and (d) if the purchase price paid (including without limitation, any Indebtedness permitted to be assumed, acquired or incurred by the Borrower and/or any of its Subsidiaries in connection therewith under Section 7.l(m)) for the applicable purchase or acquisition exceeds $15,000,000 in the aggregate, the Required Lenders shall have consented in writing to such purchase or acquisition; and
(8) The Credit Parties may make Investments to the extent permitted by Section 7.7.
Appears in 1 contract
Samples: Credit Agreement (Animal Health International, Inc.)
