Common use of Mergers; Consolidations; Asset Sales Clause in Contracts

Mergers; Consolidations; Asset Sales. (a) Not, and not suffer or permit any Group Member to, be a party to any merger, consolidation or amalgamation, except (1) in connection with a Permitted Acquisition, (2) for any such merger or consolidation of any Subsidiary of Borrower into Borrower (so long as the Borrower survives such merger) or any Loan Party that is a Wholly-Owned Subsidiary of Borrower, as applicable (so long as such Loan Party that is a Wholly-Owned Subsidiary survives such merger) and (3) for any amalgamation of any Subsidiary of Borrower with Borrower or any Wholly-Owned Loan Party Subsidiary of Borrower; provided, in the case of any amalgamation pursuant to clauses (1) or (3) comprising any Loan Party as an amalgamating corporation or company, that (x) by operation of law the automatic result of such amalgamation (without the need for further action by any party) is that, and the amalgamated corporation confirms to the Agent and the Lender in writing that, the amalgamated corporation is liable, by operation of law or otherwise, for the obligations, liabilities and indebtedness of the amalgamating corporations or companies under the Loan Documents (including the Obligations of such amalgamating Loan Party thereunder), and (y) the amalgamated corporation delivers to the Agent any Loan Documents, certificates, opinions and other documents as the Agent may reasonably request in connection therewith. (b) Except as disclosed in Schedule 7.5, not, and not suffer or permit any Group Member to, sell, transfer, dispose of, convey or lease any of its assets or Stock and Stock Equivalents of any Group Member (other than, for the avoidance of doubt, issuance of Stock and Stock Equivalents by the Borrower in a manner otherwise permitted by this Agreement), or sell or assign with or without recourse any receivables, except for (i) sales of inventory or used, worn-out or surplus equipment, all in the ordinary course of business, (ii) sales and dispositions of assets (excluding any Stock and Stock Equivalents of Borrower or any Subsidiary of Borrower) for at least fair market value (as determined by the board of directors of Borrower) so long as at least 75% of the purchase price therefor is in cash and the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed CDN$1,000,000, (iii) the abandonment or other disposition of Intellectual Property that is no longer material to the conduct of the business of the Loan Parties as determined by the Borrower in its reasonable business judgment, (iv) dispositions of cash and Cash Equivalent Investments, (v) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties in any material respect as determined by the Borrower in its reasonable business judgment, (vi) the granting of Liens permitted under Section 7.2, Restricted Payments permitted by Section 7.4, transactions permitted by Section 7.5(a) and Investments permitted by Section 7.11 and (vii) 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 any Loan Party provided the proceeds thereof are applied in accordance with Section 2.4.2(i).

Mergers; Consolidations; Asset Sales. (a) Not, and not suffer or permit any Group Member Loan Party to, be a party to any merger, consolidation or amalgamation, except (1) in connection with a Permitted Acquisition, (2) for any such merger or consolidation (i) of any Subsidiary of the Borrower into the Borrower (so long as the Borrower survives such merger) or any Loan Party that is a Wholly-Owned Subsidiary of the Borrower, as applicable (so long as such Loan Party that is a Wholly-Owned Subsidiary survives such merger) and (3) for any amalgamation of any Subsidiary of Borrower with Borrower or any Wholly-Owned Loan Party Subsidiary of Borrower; provided, in the case of any amalgamation pursuant to clauses (1) or (3ii) comprising any Loan Party as an amalgamating corporation in which the Obligations (other than the Assigned Interests) shall be Paid in Full prior to or company, that (x) by operation of law concurrently with the automatic result consummation of such amalgamation (without transaction and in which provision is made for the need for further action Assigned Interests to be assumed by any party) is that, the surviving or acquiring Person and the amalgamated corporation confirms such Person delivers written notice to the Agent and the Lender in writing that, the amalgamated corporation is liable, by operation of law or otherwise, for the obligations, liabilities and indebtedness of the amalgamating corporations or companies under the Loan Documents (including the Obligations of acknowledging such amalgamating Loan Party thereunder), and (y) the amalgamated corporation delivers to the Agent any Loan Documents, certificates, opinions and other documents as the Agent may reasonably request in connection therewithassumption. (b) Except as disclosed in Schedule 7.5, notNot, and not suffer or permit any Group Member Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or the Capital Stock and Stock Equivalents of any Group Member (other than, for the avoidance of doubt, issuance of Stock and Stock Equivalents by the Borrower in a manner otherwise permitted by this Agreement)Loan Party, or sell or assign with or without recourse any receivablesreceivables (any such transaction, a “Disposition”), except for (i) sales Dispositions of inventory or used, worn-out or surplus equipment, all in the ordinary course of business, (ii) sales and dispositions of assets (excluding any Stock and Stock Equivalents of Borrower or any Subsidiary of Borrower) for at least fair market value (as determined by the board of directors of Borrower) so long as at least 75% of the purchase price therefor is in cash and the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed CDN$1,000,000, (iii) the abandonment or other disposition Disposition of Intellectual Property that is no longer useful or material to the conduct of the business of the Loan Parties as determined by the Borrower in its reasonable business judgment, (iviii) dispositions Dispositions of cash and Cash Equivalent Investments, (viv) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties in any material respect as determined by the Borrower in its reasonable business judgment, (viv) the granting of Liens permitted under Section 7.2, Restricted Payments permitted by Section 7.47.3, transactions permitted by Section 7.5(a7.4(a) and Investments permitted by Section 7.11 and 7.10, (viivi) dispositions 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 any Loan Party provided the proceeds thereof are promptly applied to replace such assets and (vii) other Dispositions of assets having a book value of not more than $500,000 in accordance with the aggregate in any Fiscal Year; provided that, for the avoidance of doubt, nothing in this Section 2.4.2(i)7.4(b) shall prevent the Borrower from selling and issuing its Capital Stock. (c) Not, and not suffer or permit any Loan Party to, sell, transfer, dispose of, convey or license any of its Intellectual Property other than as permitted by the foregoing clauses (a) and (b) of this Section 7.4.

Mergers; Consolidations; Asset Sales. (a) Not, and not suffer or permit any Group Member Loan Party or any other Subsidiary to, be a party to any merger, consolidation or amalgamation, except (1) in connection with a Permitted Acquisition, (2) for any such merger or consolidation (i) of any Subsidiary of Borrower into (A) the Borrower (so long as the Borrower survives such merger), (B) or any Loan Party that is a Wholly-Owned Subsidiary of Borrower, as applicable (so long as such Loan Party that is a Wholly-Owned Subsidiary survives such merger), or (C) and (3) for any amalgamation of any so long as such Subsidiary of Borrower with Borrower or is not a Loan Party, any Wholly-Owned Subsidiary that is not a Loan Party Subsidiary of Borrower; providedParty, in the case of any amalgamation pursuant to clauses (1) or (3ii) comprising any Loan Party as an amalgamating corporation in which the Obligations shall be Paid in Full prior to or company, that (x) by operation of law concurrently with the automatic result consummation of such amalgamation (without the need for further action by any party) is that, and the amalgamated corporation confirms to the Agent and the Lender in writing that, the amalgamated corporation is liable, by operation of law or otherwise, for the obligations, liabilities and indebtedness of the amalgamating corporations or companies under the Loan Documents (including the Obligations of such amalgamating Loan Party thereunder), and (y) the amalgamated corporation delivers to the Agent any Loan Documents, certificates, opinions and other documents as the Agent may reasonably request in connection therewithtransaction. (b) Except as disclosed in Schedule 7.5, notNot, and not suffer or permit any Group Member Loan Party or any other Subsidiary to, sell, transfer, dispose of, convey convey, lease or lease license any of its assets (including Intellectual Property) or the Capital Stock and Stock Equivalents of any Group Member (Loan Party or any other than, for the avoidance of doubt, issuance of Stock and Stock Equivalents by the Borrower in a manner otherwise permitted by this Agreement)Subsidiary, or sell or assign with or without recourse any receivablesreceivables (any such transaction, except for a “Disposition”), except: (i) sales Dispositions of inventory or usedinventory, worn-out or surplus equipment, all in the ordinary course of business, ; (ii) sales and dispositions of assets (excluding any Stock and Stock Equivalents of Borrower or any Subsidiary of Borrower) for at least fair market value (as determined by the board of directors of Borrower) so long as at least 75% of the purchase price therefor is in cash and the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed CDN$1,000,000, (iii) the abandonment or other disposition Disposition of Intellectual Property that is no longer useful or material to the conduct of the business of the any Loan Parties Party as determined by the Borrower such Loan Party in its reasonable business judgment, ; (iviii) dispositions Dispositions of cash and Cash Equivalent Investments, ; (viv) non-exclusive licenses, sublicenses, leases or subleases (including any non-exclusive license or sublicense of Intellectual Property) granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties in any material respect respect, as determined by the Borrower in its reasonable business judgment, judgement; (viv) the granting of Liens permitted under Section 7.2, Restricted Payments permitted by Section 7.47.3, transactions permitted by Section 7.5(a7.4(a) and Investments permitted by Section 7.11 and 7.10; (viivi) dispositions resulting from Dispositions as a result of 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 any Loan Party Party; provided that the proceeds thereof are promptly applied to replace such assets; (vii) other Dispositions not to exceed $100,000 per year; (viii) Dispositions among the Loan Parties; and (ix) Dispositions in accordance which the Obligations shall be Paid in Full prior to or concurrently with Section 2.4.2(i)the consummation of such transaction.

Mergers; Consolidations; Asset Sales. (a) Not, and not suffer or permit any Group Member other Loan Party and their respective Subsidiaries to, be a party to any merger, consolidation merger or amalgamationconsolidation, except (1) in connection with a Permitted Acquisition, (2) for any such merger or consolidation of any Subsidiary of Borrower into Borrower (so long as the Borrower survives such merger) or any Loan Party that is a Wholly-Owned Subsidiary of Borrower, as applicable (so long as such Loan Party that is a Wholly-Owned Subsidiary survives such merger) and (3) for any amalgamation of any Subsidiary of Borrower with Borrower or any Wholly-Owned Loan Party Domestic Subsidiary of a Borrower; provided, in the case of any amalgamation pursuant to clauses (1) or (3) comprising any Loan Party as an amalgamating corporation or company, that (x) by operation of law the automatic result of such amalgamation (without the need for further action by any party) is that, and the amalgamated corporation confirms to the Agent and the Lender in writing that, the amalgamated corporation is liable, by operation of law or otherwise, for the obligations, liabilities and indebtedness of the amalgamating corporations or companies under the Loan Documents (including the Obligations of such amalgamating Loan Party thereunder), and (y) the amalgamated corporation delivers to the Agent any Loan Documents, certificates, opinions and other documents as the Agent may reasonably request in connection therewith. (b) Except as disclosed in Schedule 7.5, notNot, and not suffer or permit any other Loan Party and their respective Subsidiaries to, (i) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or (ii) suspend or go out of substantial portion of its or their business, except that Borrowers may dissolve Txxxxxxx Careers, LLC and CMK Resource Group Member LLC. (c) Not, and not permit any other Loan Party and their respective Subsidiaries to, sell, transfer, dispose of, convey convey, license or lease any of its assets or Stock and Stock Equivalents of any Group Member (other than, for the avoidance of doubt, issuance of Stock and Stock Equivalents by the Borrower in a manner otherwise permitted by this Agreement)equity interests, or sell or assign with or without recourse any receivables, except for for: (i) sales of inventory or used, worn-out or surplus equipment, all Inventory in the ordinary course of business, ; (ii) sales sales, transfers and dispositions of assets (excluding any Stock and Stock Equivalents equity interests of a Borrower or any Subsidiary of Borrowerother Loan Party and their respective Subsidiaries) for at least fair market value (as determined by the board Board of directors Directors or manager of Borrowerthe Loan Party making the sale, transfer, or disposition) so long as at least 75% of the purchase price therefor is in cash and the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed CDN$1,000,000, $100,000; (iii) the abandonment use of cash or other disposition of Intellectual Property that is no longer material to the conduct of the business of Cash Equivalents Investments in a manner not prohibited by the Loan Parties as determined by Documents and the Borrower in its reasonable business judgment, making of Investments otherwise permitted hereunder; (iv) dispositions of cash and Cash Equivalent Investments, (v) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties Parties; (v) sales, forgiveness or discounting, on a non-recourse basis and in any material respect as determined by the Borrower ordinary course of business, of past due accounts in its reasonable business judgment, connection with the collection or compromise thereof or the settlement of delinquent accounts or in connection with the bankruptcy or reorganization of suppliers or customers; (vi) the granting lapse, abandonment or other dispositions of Liens permitted under Section 7.2intellectual property that is, Restricted Payments permitted by Section 7.4in the reasonable good faith judgment of a Loan Party, transactions permitted by Section 7.5(a) and Investments permitted by Section 7.11 and no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Loan Parties or any of their Subsidiaries; and (vii) dispositions resulting from any casualty or other insured damage toevents, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party provided the proceeds thereof are applied in accordance with Section 2.4.2(i)the terms of this Agreement, as applicable.

Mergers; Consolidations; Asset Sales. (a) Not, and not suffer or permit any Group Member Subsidiary to, be a party to merge or consolidate with any merger, consolidation or amalgamationPerson, except for (1i) in connection with a Permitted Acquisition, (2) for any such merger or consolidation of any Subsidiary of Borrower with and into Borrower (so long as the Borrower survives such merger) or any Loan Party that is a Wholly-Owned Subsidiary of Borrower, as applicable (so long as such Loan Party that is a Wholly-Owned Subsidiary survives such merger) and (3) for any amalgamation of any Subsidiary of Borrower with Borrower Dxxxxxx or any Wholly-Owned Loan Party Domestic Subsidiary of Borrower; provided, in the case or of any amalgamation pursuant to clauses (1) or (3) comprising any Loan Party as an amalgamating corporation or company, that (x) by operation of law the automatic result of such amalgamation (without the need for further action by any party) is that, and the amalgamated corporation confirms to the Agent and the Lender in writing that, the amalgamated corporation is liable, by operation of law or otherwise, for the obligations, liabilities and indebtedness of the amalgamating corporations or companies under the Loan Documents (including the Obligations of such amalgamating Loan Party thereunder), Foreign Subsidiary with another Foreign Subsidiary and (yii) the amalgamated corporation delivers to the Agent any Loan Documents, certificates, opinions and other documents as the Agent may reasonably request in connection therewithPermitted Acquisitions. (b) Except as disclosed in Schedule 7.5, notNot, and not suffer or permit any Group Member Subsidiary to, sell, transfer, dispose of, convey or lease any of its assets or Stock and Stock Equivalents of any Group Member (other than, for the avoidance of doubt, issuance of Stock and Stock Equivalents including equity interests owned by the Borrower in a manner otherwise permitted by this Agreementit), or sell or assign with or without recourse any receivables, except for for: (i) sales of inventory or used, worn-out or surplus equipment, all in the ordinary course of business, ; (ii) sales and dispositions of assets (excluding any Stock and Stock Equivalents equity interests of Borrower the Companies or any Subsidiary of BorrowerSubsidiary) for at least fair market value (as determined by the board of directors (or similar governing body, including the manager of Borrowera manager managed limited liability company) of the Companies) so long as at least 75% of the purchase price therefor is in cash and the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed CDN$1,000,000, $1,000,000; (iii) the abandonment use of cash or other disposition of Intellectual Property that is no longer material to the conduct of the business of the Loan Parties as determined Cash Equivalent Investments in a manner not prohibited by the Borrower in its reasonable business judgment, Investment Documents and the making of Investments otherwise permitted hereunder; (iv) dispositions of cash and Cash Equivalent Investments, (v) non-exclusive licenses, sublicenses, leases or subleases (including any license granted between Note Parties or sublicense of Intellectual Property) granted to third parties in the ordinary course of business not interfering with the business of the Loan Note Parties; (v) the lapse, abandonment or other dispositions of intellectual property that is, in the reasonable good faith judgment of a Note Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Note Parties in or any material respect as determined by the Borrower in its reasonable business judgment, of their Subsidiaries; (vi) the granting of Liens permitted under Section 7.2, Restricted Payments permitted by Section 7.4, transactions permitted by Section 7.5(a) and Investments permitted by Section 7.11 and (vii) dispositions resulting from any casualty or other insured damage toevents, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party provided the proceeds thereof are applied in accordance with Section 2.4.2(ithe terms of this Agreement, as applicable, and abandonment or similar disposition of non-saleable damaged property; (vii) dispositions in the ordinary course of business of obsolete or worn-out equipment, raw materials and inventory, in each case, no longer used or useful in the business of any Note Party; (viii) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ix) the granting of Permitted Liens; (x) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; and (xi) (A) the surrender or termination of contractual rights in the ordinary course of business and subject to the exercise of reasonable business judgment of such Note Party or Subsidiary or (B) the settlement, release, termination, waiver, release or surrender of any contract, tort or other litigation claims in the ordinary course of business and subject to the exercise of reasonable business judgment of such Note Party or Subsidiary.

Mergers; Consolidations; Asset Sales. (a) Not, and not suffer or permit any Group Member Loan Party or any other Subsidiary to, be a party to any merger, consolidation or amalgamation, except (1) in connection with a Permitted Acquisition, (2) for any such merger merger, amalgamation or consolidation (i) of a Borrower with the other Borrower, of any Subsidiary of a Borrower into such Borrower (so long as the such Borrower survives such merger) or with any Loan Party that is a Wholly-Owned Subsidiary of Borrower, as applicable Parent (so long as such a Loan Party that is a Wholly-Owned Subsidiary of Parent survives such merger) and (3) for any , amalgamation of any Subsidiary of Borrower with Borrower or any Wholly-Owned Loan Party Subsidiary of Borrower; providedconsolidation), in the case of any amalgamation pursuant to clauses (1) or (3ii) comprising any Loan Party as an amalgamating corporation in which the Obligations shall be Paid in Full prior to or company, that (x) by operation of law concurrently with the automatic result consummation of such amalgamation (without the need for further action by any party) is that, and the amalgamated corporation confirms to the Agent and the Lender in writing that, the amalgamated corporation is liable, by operation of law or otherwise, for the obligations, liabilities and indebtedness of the amalgamating corporations or companies under the Loan Documents (including the Obligations of such amalgamating Loan Party thereunder), and (y) the amalgamated corporation delivers to the Agent any Loan Documents, certificates, opinions and other documents as the Agent may reasonably request in connection therewithtransaction. (b) Except as disclosed in Schedule 7.5, notNot, and not suffer or permit any Group Member Loan Party or any other Subsidiary to, sell, transfer, dispose of, convey or lease any of its assets or the Capital Stock and Stock Equivalents of any Group Member Loan Party (other than, except for the avoidance Capital Stock of doubt, issuance of Stock and Stock Equivalents by the Borrower in a manner otherwise permitted by this Agreement)Parent) or any other Subsidiary, or sell or assign with or without recourse any receivablesreceivables (any such transaction, a “Disposition”), except for (i) sales Dispositions of inventory or usedinventory, worn-out or surplus equipment, all in the ordinary course of business, (ii) sales and dispositions the abandonment of assets (excluding any Stock and Stock Equivalents Intellectual Property permitted pursuant to Section 6.3(d)(iii), or other Disposition of Borrower or any Subsidiary of Borrower) for at least fair market value (as determined by the board of directors of Borrower) Intellectual Property so long as at least 75% the decision to Dispose of such Intellectual Property is made for strategic business reasons and such Intellectual Property is not registered in the purchase price therefor is in cash and United States, the net book value of all assets sold United Kingdom, France, Spain, Italy or otherwise disposed of in any Fiscal Year does not exceed CDN$1,000,000Germany, (iii) the abandonment or other disposition of Intellectual Property that is no longer material to the conduct of the business of the Loan Parties as determined by the Borrower in its reasonable business judgment, (iv) dispositions Dispositions of cash and Cash Equivalent Investments, (viv) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties in any material respect as determined by the Borrower Parent in its reasonable business judgment, (viv) the granting of Liens permitted under Section 7.2, Restricted Payments permitted by Section 7.47.3, transactions permitted by Section 7.5(a7.4(a) and Investments permitted by Section 7.11 and 7.10, (viivi) dispositions 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 any Loan Party provided the proceeds thereof are promptly applied to repair or replace such assets (vii) other Dispositions not to exceed $1,000,000 per year,(viii) Dispositions among Loan Parties and (viii) Dispositions in accordance which the Obligations shall be Paid in Full prior to or concurrently with the consummation of such transaction. (c) Not, and not suffer or permit any Loan Party or any other Subsidiary to, sell, transfer, dispose of, convey or license any of its Intellectual Property other than as permitted by the foregoing clauses (a) or (b) of this Section 2.4.2(i)7.4.