Common use of Mergers, Consolidations, Sales Clause in Contracts

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary 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 engaged in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activities; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) 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 (or any series of related acquisitions) is not greater than $15,000,000 and (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (d) sales and dispositions of assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 and (2) such assets are listed on Schedule 10.11.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary ------------------------------ to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any whollyWholly-owned Owned Subsidiary into the Company or into, with or to any other wholly-owned Wholly- Owned Subsidiary; (b) any such purchase or other acquisition by the Company or any whollyWholly-owned Owned Subsidiary of the assets or stock of any whollyWholly-owned Owned Subsidiary; and (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary 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 is, or after the acquisition will be, engaged in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activitiesactivities permitted by Section 6.20; (2) immediately before or ------------ after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) 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 not greater less than $15,000,000 and (y) the aggregate consideration to be paid in cash 10,000,000 for any single transaction or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater transactions and less than $7,000,000 or (ii) 50,000,000 in the Required Banks have consented to aggregate for all such purchase or acquisitiontransactions; and (4) the Company is in pro forma compliance with all the financial ratios and --- ----- restrictions set forth in Section 10.66.8; and (d) sales and dispositions of assets (including the stock of Subsidiaries) so long as (15) the net book value proceeds of all assets sold or otherwise disposed any of in any Fiscal Year (other than assets referred the Loans ----------- hereunder are not used to in clause (2)) does not exceed $500,000 and (2) finance such assets are listed on Schedule 10.11transactions.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or or, except in the ordinary course of its 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 for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary, provided, however, that after giving effect to any merger of a Subsidiary into the Company, there shall at all times remain pledged to the Agent the stock of one or more Subsidiaries of the Company which own in the aggregate no less than 90% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year as reflected in the financial reports required to be delivered pursuant to Section 10.1.1; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary 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 engaged engaged, solely in the management, processing, collection, handling nonhazardous waste disposal business and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activities; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) 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, but excluding any stock of the Company issued in connection therewith) in connection with each such purchase or other acquisition (or any series of related acquisitions) is not greater less than $15,000,000 and 50,000,000; (yd) with the aggregate consideration to be paid in cash consent of the Required Banks, (i) any other purchase or by the assumption or issuance of Debt other acquisition by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series wholly-owned Subsidiary of related acquisitionsthe assets or stock of any other Person where such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is not greater than $7,000,000 or engaged, solely in the nonhazardous waste disposal business and (ii) any sale of all of the Required Banks have consented to stock or all or substantially all of the assets of any Subsidiary; (e) the disposition of the stock or assets of the Sludge Composting Facility of Resource Control Composting Inc. provided that (I) the purchaser assumes the Resource Control Note and (II) the consideration received by the Company or the applicable Subsidiary for such purchase disposition is not less than the book value of such stock or acquisitionassets; and (4f) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (d) other sales and dispositions of tangible assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 10% of the net book value of the consolidated assets of the Company and (2) such assets are listed on Schedule 10.11its Subsidiaries as of the last day of the preceding Fiscal Year.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into either of the Company Borrowers or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by either of the Company Borrowers or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by either of the Company Borrowers or any wholly-owned Subsidiary of the assets or stock of any other Person where (1) the Agent and the Banks have been provided with a Standard Information Package, (2) such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is engaged engaged, solely in providing a business similar to that of the Person making the acquisition and said business is conducted in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activitiesUnited States; (23) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x4) the aggregate consideration to be paid by either of the Company Borrowers and its their 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 (or any series of related acquisitions) is not greater than $15,000,000 and five times the EBITDA for the most recent Fiscal Year of the Person being acquired based on the information in the Standard Information Package, (y5) the aggregate consideration to Borrowers will be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.610.6 on both a trailing and projected twelve (12) month basis; (6) the Person acquired will become a Borrower; and (d7) sales and dispositions all of the assets of the Person acquired or the assets acquired (including in the stock case of Subsidiariesan asset purchase) so long shall be pledged as (1) collateral for the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 and (2) such assets are listed on Schedule 10.11Loans.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary ------------------------------ to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-wholly- owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary 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 engaged engaged, solely in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activitiesproviding towing services (including voluntary repossession services) and/or vehicle transport; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) 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 (or any series of related acquisitions) is not greater than $15,000,000 30,000,000 and (y) the aggregate consideration to be paid in Purchased Common Shares (including any Unused Shares) and/or cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 15,000,000, or (ii) the Required Banks Lenders have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the --- ----- financial ratios and restrictions set forth in Section 10.6; and (5) such Person ------------ (or its board of directors or similar body) has approved such acquisition or other purchase; (d) the Waggoners Acquisition; (e) the Centurion Acquisition; and (f) sales and dispositions of assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 5% of the aggregate net book value of all assets of the Company and (2) such assets are listed on Schedule 10.11its Subsidiaries.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership partnership, membership or joint venture interest in, any other Person, or or, except in the ordinary course of its 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 for (a) any such merger or merger, consolidation, sale, transfer, conveyance, lease or assignment of or by (i) any whollyWholly-owned Owned Subsidiary into into, with or to the Company or any Wholly-Owned Domestic Subsidiary (provided that (x) no Foreign Subsidiary may merge into or with the Company or any Domestic Subsidiary and (y) in the case of the merger of any Subsidiary with the Company, the Company shall be the surviving corporation) or (ii) any Wholly-Owned Foreign Subsidiary into, with or to any other whollyWholly-owned Owned Foreign Subsidiary; (b) any such purchase or other acquisition by (i) the Company or any whollyWholly-owned Owned Domestic Subsidiary of the assets or stock of any whollyWholly-owned Subsidiary; Owned Subsidiary or (cii) any such purchase or other acquisition by the Company or any whollyWholly-owned Owned Foreign Subsidiary of the assets or stock of any other Person where Wholly-Owned Foreign Subsidiary; (1c) such dispositions of assets (in the case ordinary course of an asset purchasebusiness; (d) are for usedispositions of property that is substantially worn, damaged or such Person obsolete; (e) sales, assignments or discounting by Foreign Subsidiaries of "traites" (within the meaning of French law) or similar post-dated checks or trade receivables or invoices without recourse in the case ordinary course of a stock purchase) is engaged in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activitiesbusiness; (2f) immediately before any other Asset Sale (including the stock of any Subsidiary) so long as (i) at least 85% of the proceeds of such Asset Sale are in cash, (ii) the Net Cash Proceeds thereof are applied as provided in Section 6.2.2 and (iii) the consideration received at the time of such Asset Sale is at least equal to the fair market value of the assets sold or after giving effect to such purchase or acquisition, otherwise disposed of (as determined by the Company acting in good faith); and (g) purchases and acquisitions of Investments permitted by Section 10.20; provided that (i) no action otherwise permitted by clause (f) above shall be permitted at any time if an Event of Default or Unmatured Event of Default shall have occurred exists or would result therefrom and be continuing; (3) either (i) (x) 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 (or any series of related acquisitions) is not greater than $15,000,000 and (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 or (ii) if any Asset Sale permitted by clause (f) above involves aggregate payments or value in excess of $3,000,000, the Required Banks Board of Directors of the Company, acting in good faith, shall have consented to such purchase or acquisition; and (4) made the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (d) sales and dispositions of assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets determination referred to in clause (2)f)(iii) does not exceed $500,000 and (2) such assets are listed on Schedule 10.11above.

Mergers, Consolidations, Sales. Not, and not permit any Domestic Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into either of the Company Borrowers or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by either of the Company Borrowers or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by either of the Company Borrowers or any wholly-owned Subsidiary of the assets or stock of any other Person where (1) the Bank has been provided with a Standard Information Package, (2) such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is engaged engaged, solely in providing a business similar to that of the Person making the acquisition and said business is conducted in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activitiesUnited States; (23) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x4) the aggregate consideration to be paid by either of the Company Borrowers and its their 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 (or any series of related acquisitions) is not greater than $15,000,000 and five times the EBITDA for the most recent Fiscal Year of the Person being acquired based on the information in the Standard Information Package, (y5) the aggregate consideration to Borrowers will be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.69.6 on both a trailing and projected twelve (12) month basis; (6) the Person acquired will become a Borrower or a Guarantor; and (d7) sales and dispositions all of the assets of the Person acquired or the assets acquired (including in the stock case of Subsidiariesan asset purchase) so long shall be pledged as (1) collateral for the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 and (2) such assets are listed on Schedule 10.11Loans.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary 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 engaged in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activitiesactivities permitted under Section 10.19; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) 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 (or any series of related acquisitions) is not greater than $15,000,000 35,000,000 and (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 15,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (5) immediately after giving effect to such purchase or acquisition, the Revolving Commitment is at least $2,000,000 greater than the Revolving Outstandings; (d) any sale of assets pursuant to the Sale-Leaseback Transaction so long as such sale is consummated on or prior to December 31, 2002; (e) sales of receivables pursuant to factoring arrangements entered into by the Company or any Subsidiary in the ordinary course of business so long as the aggregate amount of receivables subject to such factoring arrangements does not exceed $3,000,000 at any time; and (f) other sales and dispositions of assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)sales of transportation and spreading equipment) does not exceed $500,000 and (2) such assets are listed on Schedule 10.11500,000.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary ------------------------------ to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-wholly- owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary 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 engaged engaged, solely in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activitiesproviding towing services and/or vehicle transport; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) 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 (or any series of related acquisitions) is not greater than $15,000,000 5,000,000 and (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 or 2,500,000, (ii) immediately after giving effect to such purchase or acquisition, the Funded Debt to EBITDA Ratio is less than 1.0 to 1.0 or (iii) the Required Banks Lenders have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the financial ratios and --- ----- restrictions set forth in Section 10.6; and (5) such Person (or its board of ------------ directors or similar body) has approved such acquisition or other purchase; and (d) sales and dispositions of assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 5% of the aggregate net book value of all assets of the Company and (2) such assets are listed on Schedule 10.11its Subsidiaries.