Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make any Asset Disposition, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant), except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary, (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, (iii) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:
Appears in 2 contracts
Samples: Credit Agreement (Lecg Corp), Credit Agreement (Lecg Corp)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) create any Subsidiary; (b) without the Required Lenders’ prior written consent, not to be a party unreasonably withheld, to consummate any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person Person, including, without limitation, Titan Europe, (c) sell, transfer, convey or lease all or substantially all any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of Inventory in the ordinary course of business or division of any Person, (b) make any Asset Dispositionas otherwise allowed in this Agreement, or (cd) sell or assign with or without recourse any receivables (except in connection with receivables. Notwithstanding the departure of a consultant)foregoing, except for the following shall be permitted: (i) any with Required Lenders’ prior written consent (such merger, consolidation, consent not to be unreasonably withheld) the sale, transfer, conveyanceconveyance or other disposition by a Loan Party of machinery and equipment during the term of this Agreement having an Orderly Liquidation Value not exceeding $50,000,000 in the aggregate, lease or assignment provided however, no disposition may occur if and to the extent that any such contemplated disposition is for a cash amount which is less than the Orderly Liquidation Value of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary, such asset; (ii) any such purchase or other acquisition by transfers between Obligors provided that the Company or any domestic Wholly-Owned Subsidiary Administrative Agent maintains a first priority perfected security interest in the asset transferred; (iii) sales of the assets or Capital Securities of any Wholly-Owned Foreign Subsidiary, (iii) the Disposition of any asset which is to be replaced, ; and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release sale, transfer, conveyance or other disposition by any a Loan Party of equipment or fixtures that are obsolete or no longer used or useful in such Loan Party’s business and having a departing employee from a non-compete agreement value not exceeding $10,000,000 in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of aggregate in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, provided such equipment or fixtures is replaced by equipment or fixtures of comparable value or worth and provided further that the Administrative Agent maintains a first priority perfected security interest in the replacement equipment or fixtures. With respect to any disposition of assets or other properties permitted pursuant to clause (yi) above, the revenues generated by Administrative Agent agrees, upon reasonable prior written notice, to release the Lien on such assets do not exceed 10% of Parentor other properties in order to permit the applicable Loan Party to effect such disposition and shall execute and deliver to Company at Company’s consolidated revenues expense, appropriate UCC-3 termination statements and other releases as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) reasonably requested by the Company or any Wholly-Owned Subsidiary where:Company.
Appears in 2 contracts
Samples: Credit Agreement (Titan International Inc), Credit Agreement (Titan International Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person Person, except for Investments otherwise permitted by Section 11.9, (b) sell, transfer, convey or lease all or substantially all of its assets (including the sale of all or substantially all of the Capital Securities of any Subsidiary) except (i) for sales of inventory and obsolete equipment in the ordinary course of business or division (ii) so long as no Unmatured Event of any PersonDefault or Event of Default has occurred and is continuing, after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (bgiving effect, if applicable, to the provisos thereto) make any Asset Dispositionas of the last day of the most recently ended Computation Period (other than a sale, transfer, conveyance or lease of all or substantially all of the assets of the Loan Parties, taken as a whole) or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for that the restrictions set forth in clauses (a)-(c) above shall not apply to (i) the Wellington Acquisition, (ii) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by (A) any Wholly-Owned Subsidiary into the Company (provided that the Company shall be the continuing or surviving entity), (B) any Subsidiary into any domestic Subsidiary (provided that if such Subsidiary has provided a guarantee of the Obligations, the continuing or surviving entity shall also provide a guarantee of the Obligations) or (C) any foreign Subsidiary into any other domestic Wholly-Owned foreign Subsidiary, ; (iiiii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, (iii) Subsidiary and by any foreign Subsidiary of the Disposition assets or Capital Securities of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, other foreign Subsidiary; (iv) the release by any Loan Party (other than the Company) may liquidate, dissolve or wind-up if the Company determines in good faith that such liquidation or dissolution is in the best interests of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, the Company and is not materially disadvantageous to the Lenders and no Unmatured Event of Default or Event of Default has occurred and is continuing or would result therefrom; (v) Asset Dispositions the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (not as determined by the Board part of Directors any bulk sale or financing of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Yearreceivables), and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) Investments made in accordance with Section 11.9, (vii) Liens incurred in compliance with Section 11.2 and (vii) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:
Appears in 2 contracts
Samples: Credit Agreement (Centene Corp), Credit Agreement (Centene Corp)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease all or any Asset Dispositionsubstantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company any Borrower or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company any Borrower or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, ; (iii) the Disposition sales and dispositions of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions assets (including mergers and consolidations which effect Asset Dispositionsthe Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Companyapplicable Borrower) so long as (x) the net book value of all assets Table of Contents sold or otherwise disposed of in any Fiscal Year does not exceed 105% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year; (iv) any Loan Party may merge, consolidate, amalgamate or purchase or acquire the assets of (or engage in a disposition to) or dissolve into any other Loan Party or Subsidiary in a transaction in which such Loan Party is the surviving entity; and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (viv) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company Borrower or any domestic Wholly-Owned Subsidiary where:
Appears in 1 contract
Samples: Credit Agreement (Landauer Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party Subsidiary to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire sell all or substantially all of the assets or any Capital Securities stock of any class of, or any partnership or joint venture or other equity interest in, any other Person such Person, or, except in the ordinary course of its business, sell, transfer, convey or lease all or substantially all any substantial part of any business or division of any Person, (b) make any Asset Dispositionits assets, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for for: (ia) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary (other than Bangor Gas, Frontier Energy and Resources) into the Company or into into, with or to any other domestic Wholly-Owned SubsidiarySubsidiary (other than Bangor Gas, Frontier Energy and Resources); (iib) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary (other than Bangor Gas, Frontier Energy and Resources) of the assets or Capital Securities stock of any Wholly-Owned SubsidiarySubsidiary (other than Bangor Gas, Frontier Energy and Resources); and (iiic) the Disposition sales and dispositions of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions assets (including mergers and consolidations which effect Asset Dispositionsthe stock of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than Inventory sold in the ordinary course of business and in accordance with past practices) does not exceed 10% five percent (5%) of the net book value of the consolidated assets of the Loan Parties Company and its Subsidiaries as of the last day of the preceding Fiscal Year; provided, however, if and solely to the extent (i) such disposition or dispositions are conducted pursuant to documentation in form and substance reasonably satisfactory to the Agent, (ii) the proceeds of such disposition are applied as a mandatory prepayment against the Loans in the manner required by the terms of the Credit Agreement, and (yiii) the revenues generated by such assets do not exceed 10% no Unmatured Default or Event of Parent’s consolidated revenues Default is then existing or shall arise as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:a result thereof.
Appears in 1 contract
Samples: Credit Agreement (Energy West Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease all or any Asset Dispositionsubstantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales and leases of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, ; (iii) the Disposition sales and dispositions of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) assets for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, ; (iv) the discounting of non-recourse leases in the ordinary course of business; and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (viv) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any domestic Wholly-Owned Subsidiary where:
Appears in 1 contract
Samples: Credit Agreement (Winmark Corp)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party Subsidiary to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities stock of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make any Asset Disposition, or (cexcept for the sale or lease of inventory in the ordinary course of business) sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (ia) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into into, with or to any other domestic Whollywholly-Owned owned Subsidiary, ; (iib) any such purchase or other acquisition (and the corresponding sale or other transfer) by the Company or any domestic Whollywholly-Owned owned Subsidiary of the assets or Capital Securities stock of any Whollywholly-Owned owned Subsidiary; (c) any Permitted Acquisition; (d) sales or assignments of receivables in the ordinary course of business consistent with past practice; (e) sales and other dispositions of Margin Stock; (f) in addition to sales and dispositions permitted by clauses (a), (iii) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar functionb), (ivd) the release by any Loan Party and (e) above, sales and dispositions of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions assets (including mergers the stock of Subsidiaries and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board of Directors of the Companyincluding through a merger) so long as (xi) both before and on a pro forma basis after giving effect thereto, the Leverage Ratio is not greater than 3.0 to 1.0 based on the most recently available quarterly financial statements of the Parent and (ii) no Event of Default exists or will result therefrom; (g) sales and dispositions of assets (including the stock of Subsidiaries and including through a merger) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year (excluding sales and assignments described in clause (a), (b), (d) or (e) above) does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, $10,000,000 and (yh) the revenues generated Investments permitted by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:Section 10.19(n).
Appears in 1 contract
Samples: Security Agreement (Middleby Corp)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party Subsidiary to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities stock of any class of, or any partnership or joint venture interest in, any other Person Person, or sell, transfer, convey or lease all or substantially all any substantial part of any business or division of any Person, (b) make any Asset Dispositionits assets, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (ia) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into into, with or to any other domestic Wholly-Owned Subsidiary, ; (iib) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities stock of any Wholly-Owned Subsidiary, (iii) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, ; and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vic) any Acquisition (including any merger such purchase or consolidation which effects an Acquisition) other acquisition by the Company or any Whollywholly-Owned owned Subsidiary where:of the assets or stock of any other Person where (1) such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is, or after the acquisition will be, engaged in the business activities permitted by Section 6.20; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Default shall have occurred and be continuing; (3) the aggregate consideration to be paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such purchase or other acquisition after the date hereof (or any series of related acquisitions) is less than $3,000,000 for any single transaction or series of related transactions and less than $10,000,000 in the aggregate for all such transactions; (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 6.8; and (5) the proceeds of any of the Loans hereunder are not used to finance such transactions. Notwithstanding the foregoing, the Company shall not, and shall not permit any Subsidiary to, consummate any such merger, consolidation or purchase described above within the 120 days immediately following the Closing Date without the prior written consent of the Lender other than Future Acquisitions approved by the Lender.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Synagro Technologies Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party Subsidiary to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities stock of any class of, or any partnership or joint venture interest in, any other Person Person, or sell, transfer, convey or lease all or substantially all any substantial part of any business or division of any Person, (b) make any Asset Dispositionits assets, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (ia) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into into, with or to any other domestic Wholly-Owned Subsidiary, ; (iib) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities stock of any Wholly-Owned Subsidiary, (iii) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, ; and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vic) any Acquisition (including any merger such purchase or consolidation which effects an Acquisition) other acquisition by the Company or any Whollywholly-Owned owned Subsidiary where:of the assets or stock of any other Person where (1) such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is, or after the acquisition will be, engaged in the business activities permitted by Section 6.20; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Default shall have occurred and be continuing; (3) the aggregate consideration to be paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such purchase or other acquisition after the date hereof (or any series of related acquisitions) is less than $10,000,000 for any single transaction or series of related transactions and less than $50,000,000 in the aggregate for all such transactions; (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 6.8; and (5) the proceeds of any of the Loans hereunder are not used to finance such transactions.
Appears in 1 contract
Samples: Subordinated Loan Agreement (Synagro Technologies Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities Equity Interests of any class of, or any partnership or joint venture interest in, of any other Person Person; provided, that so long as no Event of Default exists or would be caused thereby, the Borrower may engage in the foregoing transactions so long as the aggregate consideration paid or to be paid in connection therewith (including cash and earn-outs) does not exceed $7,500,000 during the term of this Agreement, (b) sell, transfer, convey or lease (a "Disposition") all or substantially all of any business its assets or division of any Person, (b) make any Asset DispositionEquity Interests, or (c) sell or assign (other than for security purposes) with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease Disposition or assignment of or by any Wholly-Owned Subsidiary into the Company Borrower or into any other domestic Domestic Wholly-Owned Subsidiary, (ii) any such purchase or other acquisition by the Company Borrower or any domestic Domestic Wholly-Owned Subsidiary of the assets or Capital Securities Equity Interests of any Wholly-Owned Subsidiary, (iii) the Disposition Dispositions of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) assets for at least fair market value (as determined by the Board of Directors of the CompanyBorrower) so long as (x) the net book value of all assets sold or otherwise disposed Disposed of in any Fiscal Year (other than in the ordinary course of business) does not exceed 1020% of the net book value of the consolidated total assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (iv) any Loan Party may Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary, (v) Dispositions of used, damaged, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, (vi) Dispositions (x) of assets (including real property) or inventory in the ordinary course of business, or (y) with respect to property of any Loan Party that is no longer necessary for such Loan Party's business as conducted prior thereto or thereafter contemplated, (vii) Dispositions of equipment or real property to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the revenues generated by proceeds of such assets disposition are reasonably promptly applied to the purchase price of such replacement property, (viii) Dispositions of Investments, (ix) [Reserved], (x) sale-leaseback transactions in connection with financing of equipment or other property used in the ordinary course of business of the Borrower that is otherwise permitted pursuant to Section 11.1, (xi) Dispositions of accounts receivable in connection with the collection or compromise thereof, (xii) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not exceed 10% of Parent’s consolidated revenues as materially interfere with the business of the prior Fiscal YearLoan Parties, and (vixiii) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:transfers of property suhject to casualty events, governmental takings and other involuntary transfers.
Appears in 1 contract
Samples: Credit Agreement (Weyco Group Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person Person, except for Investments otherwise permitted by Section 11.9, (b) sell, transfer, convey or lease all or substantially all of any business its assets or division Capital Securities (including the sale of Capital Securities of any PersonSubsidiary) except for sales of inventory and obsolete equipment in the ordinary course of business and, (b) make any Asset Dispositionso long as no Unmatured Event of Default or Event of Default has occurred and is continuing, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for that the restrictions set forth in clauses (a)-(c) above shall not apply to (i) the HN Acquisition; (ii) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by (A) any Subsidiary into the Company (provided that the Company shall be the continuing or surviving entity), (B) any Subsidiary into any domestic Wholly-Owned Subsidiary into (provided that if such Subsidiary has provided a guarantee of the Company Obligations, the continuing or surviving entity shall also provide a guarantee of the Obligations) or (C) any foreign Subsidiary into any other domestic Wholly-Owned foreign Subsidiary, ; (iiiii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, (iii) Subsidiary and by any foreign Subsidiary of the Disposition assets or Capital Securities of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, other foreign Subsidiary; (iv) the release by any Loan Party (other than the Company) may liquidate, dissolve or wind-up if the Company determines in good faith that such liquidation or dissolution is in the best interests of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, the Company and is not materially disadvantageous to the Lenders and no Unmatured Event of Default or Event of Default has occurred and is continuing or would result therefrom; (v) Asset Dispositions the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (not as determined by the Board part of Directors any bulk sale or financing of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Yearreceivables), and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) Investments made in accordance with Section 11.9, (vii) Liens incurred in compliance with Section 11.2 and (viii) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:
Appears in 1 contract
Samples: Credit Agreement (Centene Corp)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party Subsidiary to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities stock of any class of, or any partnership or joint venture interest in, any other Person Person, or, except in the ordinary course of its business, sell, transfer, convey or lease all or substantially all any substantial part of any business or division of any Person, (b) make any Asset Dispositionits assets, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (ia) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of among or by any Wholly-Owned Subsidiary into between the Company and any of the Guarantors, provided that, in connection with any merger or into any other domestic Wholly-Owned Subsidiaryconsolidation involving the Company, the Company shall be the surviving corporation and shall assume all obligations hereunder; (iib) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities stock of any Wholly-Owned Subsidiary; (c) any Acquisition by the Company or any Wholly-Owned Subsidiary where (i) the assets acquired (in the case of an asset purchase) are for use, or the Person acquired (in the case of any other Acquisition) is engaged, primarily in the marketing services businesses or related business; (ii) immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist; (iii) immediately after giving effect to such Acquisition and all Debt, if any, assumed or issued in connection therewith, the Disposition of any asset which is to be replaced, and Company is in fact replaced, within 30 days pro forma compliance with another asset performing the same or a similar function, Total Funded Debt to EBITDA ratio of 2.25 to 1.0 and a Fixed Charge Coverage Ratio of 1.75 to 1.0; and (iv) in the release by case of the Acquisition of any Loan Party Person, if applicable, the Board of a departing employee from a non-compete agreement in exchange for a payment from Directors of such employee’s new employer, Person has approved such Acquisition; and (vd) Asset Dispositions sales and dispositions of assets (including mergers and consolidations which effect Asset Dispositionsthe stock of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 105% of the net book value of the consolidated assets of the Loan Parties Company and its Subsidiaries as of the last day of the preceding Fiscal Year. Notwithstanding anything herein to the contrary, and the aggregate amount of assets (yother than cash) the revenues generated by such assets do transferred to all Subsidiaries that are not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:Subsidiaries shall not exceed $25,000,000.
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease all or any Asset Dispositionpart of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables receivables; except, notwithstanding any of (except in connection with the departure of a consultanta), except (b), (c) above, for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, ; (iii) the Disposition sale or other disposition for fair market value of any asset which is to be replaced, and is obsolete or worn out property or other property not necessary for operations disposed of in fact replaced, within 30 days with another asset performing the same or a similar function, ordinary course of business; (iv) sales and dispositions of trucks, truck-tractors, trailers and semi-trailers in the release by any Loan Party ordinary course of a departing employee business, so long as the proceeds from a such sale or disposition, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable in connection therewith to non-compete agreement Affiliates, are applied to the purchase or lease of replacement trucks, truck-tractors, tractors, trailers and semi-trailers for use in exchange for a payment from such employee’s new employer, the ordinary course of business of the Loan Parties; (v) Asset Dispositions in addition to sales and dispositions permitted in (iii) and (iv) above, sales and dispositions of assets (including mergers and consolidations which effect Asset Dispositionsthe Capital Securities of Subsidiaries) (but excluding accounts receivable) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, ; and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any domestic Wholly-Owned Subsidiary where:
Appears in 1 contract
Samples: Credit Agreement (Celadon Group Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease all or any Asset Dispositionsubstantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, ; (iii) the Disposition sales and dispositions of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions assets (including mergers and consolidations which effect Asset Dispositionsthe Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company); (iv) so long as (xany merger, consolidation, sale, transfer, conveyance, lease, assignment or other transaction described in Section 11.4(a) the net book value of all assets sold or otherwise disposed of in any Fiscal Year hereof that does not exceed 10% result in a Change of the net book value Control; (v) any sale, transfer, conveyance, lease, assignment or other transaction concerning Capital Securities described in Section 11.4(b) hereof that does not result in a Change of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, Control; and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:: • the property, business or division acquired are for use, or the Person acquired is engaged, in the businesses engaged in by the Loan Parties on the Effective Date; • immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist; • immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.13; • in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition; • not less than ten Business Days prior to such Acquisition, the Administrative Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, and the Company's calculation of pro forma EBITDA relating thereto; and
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party Subsidiary ------------------------------ to, (a) be a party to any merger or consolidation, liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities stock of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make or, except in the ordinary course of its business, sell, transfer, convey or lease any Asset Dispositionof its assets, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, merger or consolidation, sale, transfer, conveyance, lease lease, liquidation, dissolution, or assignment of or by any Wholly-Owned Subsidiary into the Company or into into, with or to any other domestic Wholly-Owned Subsidiary, (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities stock of any Wholly-Wholly- Owned Subsidiary, (iii) subject to compliance with the Disposition of any asset which is to be replacedconditions in Section ------- 11.1, 11.2 and is in fact replaced11.3, within 30 days with another asset performing the same or a similar functionRecapitalization Merger, (iv) the release Investments (including ---- ---- ---- Investments by any Loan Party way of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, merger) permitted by Section 10.11; (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board of Directors of the Company) so long as no ------------- Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, the sale of assets (x) including the net book value sale of stock of any Subsidiary); provided that the aggregate proceeds of all sales of assets sold or otherwise disposed of in any one Fiscal Year does shall not exceed an amount equal to 10% of the net consolidated book value of the consolidated assets of the Loan Parties Company and its Subsidiaries, as of the last day beginning of the preceding such Fiscal Year, and (y) and, in the revenues generated by case of the sale of stock of a Subsidiary or the sale of substantially all of the assets of a Subsidiary or division, the consolidated net income of the Company for the prior Fiscal Year attributable to such assets do Subsidiary or division shall not exceed 10an amount equal to 5% of Parent’s the total consolidated revenues as net income of the Company and its Subsidiaries, for the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:.
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease all or any Asset Dispositionsubstantial part of (i) its assets except for sales of Inventory in the ordinary course of business or (ii) Capital Securities (including the sale of Capital Securities of any Subsidiary) that would result in a Change of Control, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary of any Operating Borrower into the Company such Borrower or into any other domestic Wholly-Owned Subsidiary, Subsidiary of such Borrower; (ii) any such purchase or other acquisition by the Company any Operating Borrower or any domestic Wholly-Owned Subsidiary of such Borrower of the assets or Capital Securities of any Wholly-Owned Subsidiary, Subsidiary of such Borrower; (iii) sales and dispositions of assets (excluding the Disposition Capital Securities of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset DispositionsSubsidiaries) for at least fair market value (as determined by the Board of Directors of the CompanyBorrowers) so long as (x) the net book value of all assets sold or otherwise disposed of under this clause (iii) in any Fiscal Year does not exceed 10% of $100,000 in the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, aggregate; and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (viiv) any Acquisition (including by any merger or consolidation which effects an Acquisition) by the Company Borrower or any domestic Wholly-Owned Subsidiary where:of such Borrower that satisfies each of the following requirements (herein, a “Permitted Acquisition”):
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person Person, except for Investments otherwise permitted by Section 11.9, (b) sell, transfer, convey or lease all or substantially all of its assets (including the sale of all or substantially all of the Capital Securities of any Subsidiary) except (i) for sales of inventory and obsolete equipment in the ordinary course of business or division (ii) so long as no Unmatured Event of any PersonDefault or Event of Default has occurred and is continuing, after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Net Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.11.2 (bgiving effect, if applicable, to the provisos thereto) make any Asset Dispositionas of the last day of the most recently ended Computation Period (other than a sale, transfer, conveyance or lease of all or substantially all of the assets of the Loan Parties, taken as a whole) or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for that the restrictions set forth in clauses (a)-(c) above shall not apply to (i) the Magellan Acquisition, (ii) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by (A) any Wholly-Owned Subsidiary into the Company (provided that the Company shall be the continuing or surviving entity), (B) any Subsidiary into any domestic Subsidiary (provided that if such Subsidiary has provided a guarantee of the Obligations, the continuing or surviving entity shall also provide a guarantee of the Obligations) or (C) any foreign Subsidiary into any other domestic Wholly-Owned foreign Subsidiary, ; (iiiii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, (iii) Subsidiary and by any foreign Subsidiary of the Disposition assets or Capital Securities of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, other foreign Subsidiary; (iv) the release by any Loan Party (other than the Company) may liquidate, dissolve or wind-up if the Company determines in good faith that such liquidation or dissolution is in the best interests of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, the Company and is not materially disadvantageous to the Lenders and no Unmatured Event of Default or Event of Default has occurred and is continuing or would result therefrom; (v) Asset Dispositions the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (not as determined by the Board part of Directors any bulk sale or financing of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Yearreceivables), and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) Investments made in accordance with Section 11.9, (vii) Liens incurred in compliance with Section 11.2 and (vii) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:: 108
Appears in 1 contract
Samples: Credit Agreement (Centene Corp)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease all or any Asset Dispositionsubstantial part of its assets (including Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, ; (iii) from and after the Disposition of any asset which date the Term B Loan is to be replacedFinally Paid, and is in fact replaced, within 30 days with another asset performing the same or a similar functionPermitted Acquisitions, (iv) the release by any transfers among Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employerParties, (v) Asset Dispositions sales and dispositions of assets (including mergers and consolidations which effect Asset Dispositionsthe Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, $1,000,000 and (vi) any Acquisition the sale of the assets used in the Infrastructure Software business unit of Bankruptcy Services (including any merger or consolidation which effects an Acquisition) by consist mainly of internally developed software); provided that the Company or any Wholly-Owned Subsidiary where:Net Cash Proceeds of such sale do not exceed $2,000,000.
Appears in 1 contract
Samples: Credit Agreement (Epiq Systems Inc)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, Not (a) be a party to any merger or consolidation, (b) sell, transfer, dispose of, convey or purchase or otherwise acquire all or substantially all lease any of its assets (including the assets or any sale of Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all Subsidiary) except for sales of any business or division inventory in the ordinary course of any Person, (b) make any Asset Dispositionbusiness, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company Borrower or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company Borrower or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, ; and (iii) Permitted Acquisitions. Notwithstanding the Disposition foregoing: (i) any Loan Party may sell Ownership Based Financing Property under Permitted Ownership Based Financings, so long as the cash proceeds of any asset which is such sale shall be deposited by the applicable Ownership Based Financing Counterparty directly or indirectly into an Assigned Bank Account; (ii) Borrower or Collateral Finance Corporation may sell to be replacedAM Capital Funding CFC Loans – Bullion and CFC Acquired Loans, together with related Bullion Collateral, in each case, in connection with a Warehouse Facility permitted hereunder; (iii) Collateral Finance Corporation may from time to time, to the extent not included in Collateral, sell CFC Loans – Bullion and is CFC Acquired Loans, together with related Bullion Collateral, in fact replacedeach case, within 30 days with another asset performing the same or a similar function, on fair and reasonable terms; and (iv) the release by any Loan Party may sell or dispose of a departing employee from a non-compete agreement in exchange for a payment from other assets not otherwise permitted under this Section 11.5; provided that (a) at the time of such employee’s new employersale or disposition, no Default shall exist or would result therefrom and (vb) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least the aggregate fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets property sold or otherwise disposed of in reliance on this clause (iv) in any Fiscal Year does shall not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:$5,000,000.
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease any Asset Disposition, of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) upon not less than five (5) Business Days prior written notice to the Administrative Agent, any such mergermerger or consolidation of either (I) any domestic Wholly-Owned Subsidiary of a Borrower into a Borrower or into any other domestic Wholly-Owned Subsidiary of a Borrower, consolidationif any (if such Borrower or such other Subsidiary is the surviving organization), and (II) a Borrower into any other Borrower, (ii) any such sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary of a Borrower, if any, into the Company a Borrower or into any other domestic Wholly-Owned Subsidiary, (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of a Borrower, if any; (iii) sales and dispositions of assets (including the assets or Capital Securities of any Wholly-Owned Subsidiary, (iii) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset DispositionsSubsidiaries) for at least fair market value (as determined by the Board of Directors of the CompanyBorrower making such sale or disposition) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% five percent (5%) of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, Year and (yiv) the revenues generated sale by such assets do not exceed 10% of Parent’s consolidated revenues as Xxxxxxx of the prior Fiscal Yearowned real property of Xxxxxxx located in Saginaw, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:Michigan for at least fair market value.
Appears in 1 contract
Samples: Credit Agreement (Roadrunner Transportation Services Holdings, Inc.)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, Not (a) be a party to any merger or consolidation, (b) sell, transfer, dispose of, convey or purchase or otherwise acquire all or substantially all lease any of its assets (including the assets or any sale of Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all Subsidiary) except for sales of any business or division inventory in the ordinary course of any Person, (b) make any Asset Dispositionbusiness, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company Borrower or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company Borrower or any domestic Wholly-Owned Subsidiary of 87 the assets or Capital Securities of any Wholly-Owned Subsidiary, ; and (iii) Permitted Acquisitions. Notwithstanding the Disposition foregoing: (i) any Loan Party may sell Ownership Based Financing Property under Permitted Ownership Based Financings, so long as the cash proceeds of any asset which is such sale shall be deposited by the applicable Ownership Based Financing Counterparty directly or indirectly into an Assigned Bank Account; (ii) [Reserved.]; (iii) Collateral Finance Corporation may from time to be replacedtime, to the extent not included in Collateral, sell CFC Loans – Bullion and is CFC Acquired Loans, together with related Bullion Collateral, in fact replacedeach case, within 30 days with another asset performing the same or a similar function, on fair and reasonable terms; and (iv) the release by any Loan Party may sell or dispose of a departing employee from a non-compete agreement in exchange for a payment from other assets not otherwise permitted under this Section 11.5; provided that (a) at the time of such employee’s new employersale or disposition, no Default shall exist or would result therefrom and (vb) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least the aggregate fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets property sold or otherwise disposed of in reliance on this clause (iv) in any Fiscal Year does shall not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:$5,000,000.
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party Subsidiary to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities stock of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make any Asset Disposition, or (cexcept for the sale or lease of Inventory in the ordinary course of business) sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (ia) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into into, with or to any other domestic Whollywholly-Owned owned Subsidiary, ; (iib) any such purchase or other acquisition by the Company or any domestic Whollywholly-Owned owned Subsidiary of the assets or Capital Securities stock of any Whollywholly-Owned owned Subsidiary, ; (iiic) any Acquisition by the Company or any wholly-owned Subsidiary where (1) the Disposition assets acquired are for use in, or the Person acquired is engaged in, business activities permitted under Section 10.18; (2) immediately before or after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) the aggregate consideration paid by the Company and its Subsidiaries (including any asset which is Debt assumed or issued in connection therewith, the amount thereof to be replacedcalculated in accordance with GAAP, but excluding any common stock of the Parent) in connection with (x) such Acquisition (or any series of related Acquisitions) does not exceed $3,000,000 and (y) all Acquisitions made after the Effective Time does not exceed $5,000,000; (4) after giving effect to such Acquisition, the Company will be in pro forma compliance with all of the financial ratios and restrictions set forth in Section 10.6; and (5) immediately after giving effect to such Acquisition, the Revolving Availability is in fact replaced, within 30 days with another asset performing at least $10,000,000 greater than the same or a similar function, Revolving Outstandings; (ivd) the release by any Loan Party sales and dispositions of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions assets (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board stock of Directors of the CompanySubsidiaries) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, $500,000; and (ye) the revenues generated Investments permitted by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:Section 10.19(l). 10.11
Appears in 1 contract
Samples: Credit Agreement (Middleby Corp)
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make sell, transfer, convey or lease all or any Asset Dispositionsubstantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company any Borrower or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company any Borrower or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned 14766353\V-9 Subsidiary, ; (iii) the Disposition sales and dispositions of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions assets (including mergers and consolidations which effect Asset Dispositionsthe Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Companyapplicable Loan Party) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, ; and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (viiv) any Acquisition (including by any merger or consolidation which effects an Acquisition) by the Company Borrower or any domestic Wholly-Owned Subsidiary where:
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, Not (a) be a party to any merger or consolidation, (b) sell, transfer, dispose of, convey or purchase or otherwise acquire all or substantially all lease any of its assets (including the assets or any sale of Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all Subsidiary) except for sales of any business or division inventory in the ordinary course of any Person, (b) make any Asset Dispositionbusiness, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company Borrower or into any other domestic Wholly-Owned Subsidiary, ; (ii) any such purchase or other acquisition by the Company Borrower or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, ; and (iii) Permitted Acquisitions. Notwithstanding the Disposition foregoing: (i) any Loan Party may sell Ownership Based Financing Property under Permitted Ownership Based Financings, so long as the cash proceeds of any asset which is such sale shall be deposited by the applicable Ownership Based Financing Counterparty directly or indirectly into an Assigned Bank Account; (ii) Borrower or Collateral Finance Corporation may sell to be replacedAM Capital Funding CFC Loans – Bullion and CFC Acquired Loans, together with related Bullion Collateral, in each case, in connection with a Warehouse Facility permitted hereunder; (iii) Collateral Finance Corporation may from time to time, to the extent not included in Collateral, sell CFC Loans – Bullion and is CFC Acquired Loans, together with related Bullion Collateral, in fact replacedeach case, within 30 days with another asset performing the same or a similar function, on fair and reasonable terms; and (iv) the release by any Loan Party may sell or dispose of a departing employee from a non-compete agreement in exchange for a payment from other assets not otherwise permitted under this Section 11.5; provided that (a) at the time of such employee’s new employersale or disposition, no Default shall exist or would result therefrom and (vb) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least the aggregate fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets property sold or otherwise disposed of in reliance on this clause (iv) in any Fiscal Year does shall not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:$5,000,000. 72
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other of the Loan Party Parties and their Subsidiaries to, (a) be a party to any merger merger, amalgamation, statutory division, or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Personexcept (x) Permitted Acquisitions, (b) make any Asset Disposition, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant), except for (iy) any such merger, amalgamation, statutory division, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company Borrower or into any other domestic Wholly-Owned Subsidiary or any Borrower into another Borrower and (z) any such merger of a non-Wholly Owned Subsidiary into Borrower or another Loan Party so long as both before and after giving effect to such merger the Loan Parties are in compliance with the negative covenants set forth in Section 11 (including the covenants in Section 11.14); or (b) sell, transfer, dispose of, convey or lease any of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary, but excluding Capital Securities of Intermediate Holdings or Holdings) except for (i) sales of inventory in the ordinary course of business, (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, (iii) the Disposition disposition of any asset which is to be replaced, replaced and is in fact replaced, or a binding contract is in place to replace, within 30 180 days with another asset performing useful in the same Loan Parties’ business (so long as Administrative Agent has a first priority and perfected Lien on any newly-acquired asset, subject to Permitted Liens), (iii) a disposition of Collateral that is obsolete, unmerchantable or a similar functionotherwise unsalable or unusable in the ordinary course of business (including the lapse, abandonment, or disposition of any intellectual property rights that are no longer material to the conduct of the business of the Loan Parties, or expiration of any patent or copyright in accordance with its statutory term), (iv) the release by any Loan Party discount, write-down, sale or other disposition in the ordinary course of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employerbusiness of trade or accounts receivable, (v) Asset Dispositions dividends, distributions and payments by Loan Parties, in each case solely to the extent permitted by Section 11.4 of this Agreement, (including mergers vi) sales, leases, licenses or other transfers of assets between or amongst the Loan Parties, (vii) dispositions of cash and consolidations which effect Asset DispositionsCash Equivalent Investments, (viii) for at least fair market value termination, surrender or sublease of real estate in the ordinary course of business, (ix) the granting of leases, licenses, subleases or sublicenses of real property or intellectual property (as determined by lessor or licensor) in the Board ordinary course of Directors business the Net Cash Proceeds of which do not in the Company) so long as aggregate exceed $750,000, (x) dispositions constituting Permitted Acquisitions and Permitted Liens, (xi) transfers of property subject to any event that gives rise to the net book value receipt by Borrower or any Subsidiary of all any insurance proceeds or condemnation awards in respect of any equipment, fixed assets sold or otherwise disposed real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property, (xii) the unwinding of any Hedging Obligations, (xiii) other dispositions in any Fiscal Year does the Net Cash Proceeds of which do not in the aggregate exceed 10% $1,500,000 or (c) sell or assign with or without recourse any receivables, except for the discount, write-down, sale or other disposition in the ordinary course of business of trade or accounts receivable. To the extent any Collateral is disposed of as expressly permitted by this Section 11.5 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the net book value of the consolidated assets of Liens created by the Loan Parties as of the last day of the preceding Fiscal YearDocuments, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Yearand, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) if requested by the Company or Administrative Agent, upon the certification by the Borrower that such disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take any Wholly-Owned Subsidiary where:actions deemed appropriate in order to effect the foregoing.
Appears in 1 contract
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities Equity Interests of any class of, or any partnership or joint venture interest in, of any other Person Person; provided, that so long as no Event of Default exists or would be caused thereby, the Borrower may engage in the foregoing transactions so long as the aggregate consideration paid or to be paid in connection therewith (including cash and earn-outs) does not exceed $7,500,000 during the term of this Agreement, (b) sell, transfer, convey or lease (a “Disposition”) all or substantially all of any business its assets or division of any Person, (b) make any Asset DispositionEquity Interests, or (c) sell or assign (other than for security purposes) with or without recourse any receivables (except in connection with the departure of a consultant)receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease Disposition or assignment of or by any Wholly-Owned Subsidiary into the Company Borrower or into any other domestic Domestic Wholly-Owned Subsidiary, (ii) any such purchase or other acquisition by the Company Borrower or any domestic Domestic Wholly-Owned Subsidiary of the assets or Capital Securities Equity Interests of any Wholly-Owned Subsidiary, (iii) the Disposition Dispositions of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) assets for at least fair market value (as determined by the Board of Directors of the CompanyBorrower) so long as (x) the net book value of all assets sold or otherwise disposed Disposed of in any Fiscal Year (other than in the ordinary course of business) does not exceed 1020% of the net book value of the consolidated total assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (iv) any Loan Party may Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary, (v) Dispositions of used, damaged, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, (vi) Dispositions (x) of assets (including real property) or inventory in the ordinary course of business, or (y) with respect to property of any Loan Party that is no longer necessary for such Loan Party’s business as conducted prior thereto or thereafter contemplated, (vii) Dispositions of equipment or real property to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the revenues generated by proceeds of such assets disposition are reasonably promptly applied to the purchase price of such replacement property, (viii) Dispositions of Investments, (ix) [Reserved], (x) sale-leaseback transactions in connection with financing of equipment or other property used in the ordinary course of business of the Borrower that is otherwise permitted pursuant to Section 11.1, (xi) Dispositions of accounts receivable in connection with the collection or compromise thereof, (xii) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not exceed 10% of Parent’s consolidated revenues as materially interfere with the business of the prior Fiscal YearLoan Parties, and (vixiii) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:transfers of property subject to casualty events, governmental takings and other involuntary transfers.
Appears in 1 contract
Samples: Credit Agreement (Weyco Group Inc)
