Common use of Mergers, Consolidations, Sales Clause in Contracts

Mergers, Consolidations, Sales. Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to (a) be a party to any merger or consolidation, (b) sell, transfer, dispose of, convey or lease any of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for (x) sales of inventory in the ordinary course of business and (y) the issuance of Capital Securities of the Borrower, (c) license or dispose of any intellectual property other than (x) non-exclusive licenses of intellectual property of any Loan Party in the ordinary course of business (for the avoidance of doubt licenses to a competitor of the Loan Parties shall be deemed outside of the ordinary course of business) and (y) a Permitted Exclusive License, provided, that each such license in clauses (x) and (y) does not materially impair the value of such intellectual property as collateral for the Obligations, or (d) sell or assign with or without recourse any receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any domestic Wholly-Owned Subsidiary into Borrower or into any other domestic Wholly-Owned Subsidiary; and (ii) any such purchase or other acquisition (x) by a Loan Party of the assets or Capital Securities of any domestic Wholly-Owned Subsidiary, or (y) by a foreign Subsidiary of the assets or Capital Securities of another foreign Subsidiary.

Mergers, Consolidations, Sales. Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to (a) be a party to any merger or consolidation, (b) sell, transfer, dispose of, convey or lease any of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for (x) sales of inventory in the ordinary course of business and (y) the issuance of Capital Securities of the BorrowerBorrower that does not result in, or constitute, a Change of Control, or (c) license or dispose of any intellectual property other than (x) non-exclusive licenses of intellectual property of any Loan Party in the ordinary course of business (for the avoidance of doubt licenses to a competitor of the Loan Parties shall be deemed outside of the ordinary course of business) and (y) a Permitted Exclusive License), provided, that each such license in clauses clause (x) and (yc) does not materially impair the value of such intellectual property as collateral for the Obligations, or (d) sell or assign with or without recourse any receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any domestic Wholly-Owned Subsidiary into Borrower any Loan Party or into any other domestic Wholly-Owned SubsidiarySubsidiary of any Loan Party; and (ii) any such purchase or other acquisition (x) by a Loan Party of the assets or Capital Securities of any Loan Party or any domestic Wholly-Owned SubsidiarySubsidiary of any Loan Party, or (y) by a foreign Subsidiary of any Loan Party of the assets or Capital Securities of another foreign SubsidiarySubsidiary of any Loan Party.

Mergers, Consolidations, Sales. Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to (a) to, be a party to any merger or consolidation, make any Acquisition, purchase or otherwise acquire any partnership or joint venture interest in any other Person (b) other than a Person that is, or becomes as the result of purchase or acquisition, a Subsidiary), or sell, transfer, dispose of, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for (x) sales of inventory in the ordinary course of business and (y) the issuance of Capital Securities of the Borrower, (c) license or dispose of any intellectual property other than (x) non-exclusive licenses of intellectual property of any Loan Party in the ordinary course of business (for the avoidance of doubt licenses to a competitor of the Loan Parties shall be deemed outside of the ordinary course of business) and (y) a Permitted Exclusive License, provided, that each such license in clauses (x) and (y) does not materially impair the value of such intellectual property as collateral for the Obligationsassets, or (d) sell or assign with or without recourse any receivables, except for for: (ia) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment (i) of or by any domestic WhollyLoan Party into, with or to the Company or another Loan Party, (ii) of or by any wholly-Owned owned Subsidiary into Borrower the Company or any other Loan Party or into, with or to any wholly-owned Domestic Subsidiary, (iii) of or by any wholly-owned Foreign Subsidiary into any other domestic Whollywholly-Owned Subsidiary; owned Foreign Subsidiary or (iv) of or by the Company into any wholly-owned Domestic Subsidiary (provided that (x) in each of the foregoing clauses (i), (ii) and (iv), in the case of any such merger or consolidation to which the Company is a party, the Company is the surviving or continuing entity and survives or continues, as the case may be, as the ultimate parent company in the Company’s organizational structure and (y) subject to clause (x) above, in the case of clause (ii), in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Subsidiary Guarantor is the surviving or continuing entity; (b) any such purchase or other acquisition (x) by a any Loan Party of the assets or Capital Securities stock of any domestic Whollywholly-Owned owned Subsidiary; (c) Permitted Acquisitions and the PMC Acquisition; (d) dispositions of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization; (e) dispositions of inventory and worn-out, obsolete or surplus equipment in the ordinary course of business and cash, cash equivalents and marketable securities in the ordinary course of business; (yf) dispositions of accounts receivable with extended terms and dispositions of defaulted accounts receivable without credit recourse in transactions that do not constitute securitizations, in each case in the ordinary course of business consistent with past practice of the Company and its Significant Subsidiaries; (g) sales and dispositions of assets (including stock of Subsidiaries) purchased in connection with (and as a direct result of) a Permitted Acquisition; (h) purchases and other acquisitions of such partnership and joint venture interests so long as the aggregate amount of investments (net of any cash returns thereon) in such partnerships and joint ventures (excluding any such investment existing or committed for on the Restatement Date and listed on Schedule 10.9) does not, on the date any such investment is made, exceed 20% of the consolidated tangible assets of the Company and its Subsidiaries; (i) sales and dispositions of Equity Interests in any Lender acquired by virtue of any Bail-In Action or similar regulatory action; and (j) other sales and dispositions of assets (including the stock of Subsidiaries) made for fair market value so long as (i) no Unmatured Event of Default pursuant to Section 12.1.1 or Event of Default exists or would exist immediately after giving effect thereto, (ii) in respect of any such sales or dispositions involving consideration of at least $10,000,000, at least 75% of such consideration is in the form of cash or cash equivalents (it being understood and agreed that for purposes of this Section 10.9(j), each of the following will be deemed to be cash: (A) any liabilities, as shown on the most recent consolidated balance sheet of the Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets pursuant to a foreign customary assignment and assumption or novation agreement that releases the Company or such Subsidiary from further liability with respect thereto; (B) any securities, notes or other obligations or assets received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash or cash equivalents within 180 days of the sale or disposition; and (C) Debt of any Subsidiary that ceases to be a Subsidiary of the Company as a result of the sale or disposition to the extent that the Company and its Subsidiaries are released from any guarantees of such Debt); and (iii) the Net Cash Proceeds of all such sales and dispositions are applied to prepay the Term Loans pursuant to Section 6.2.4(a) to the extent required thereby.; and (k) any sale or disposition required by any applicable law, rule, regulation, or Governmental Authority in connection with the consummation of the PMC Acquisition which such sale or disposition shall be for fair market value. For the avoidance of doubt, the granting of a Lien to secure the repayment of Debt or other obligations shall not, in and of itself, constitute a conveyance or transfer of assets or Capital Securities of another foreign Subsidiarypursuant to this Section 10.9.

Mergers, Consolidations, Sales. Not, and not permit any other othe.r Loan Party or any Subsidiary of any Loan Party to 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 involving total consideration in excess of $50,000 and provided such acquired Person is in substantially the same line of business as the Borrower, (b) sell, transfer, dispose of, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for (x) sales of inventory in the ordinary course of business and (y) the issuance of Capital Securities of the Borrower, (c) license or dispose of any intellectual property other than (x) non-exclusive licenses of intellectual property of any Loan Party in the ordinary course of business (for the avoidance of doubt licenses to a competitor of the Loan Parties shall be deemed outside of the ordinary course of business) and (y) a Permitted Exclusive License, provided, that each such license in clauses (x) and (y) does not materially impair the value of such intellectual property as collateral for the Obligations, or (dc) sell or assign with or without recourse any receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by by, any domestic Wholly-Owned Subsidiary into the Borrower or into any other domestic Wholly-Owned Subsidiary; and (ii) any such purchase or other acquisition (x) by a Loan Party the Borrower or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any domestic Wholly-Owned Subsidiary, ; or (yiii) by a foreign Subsidiary sales and dispositions of assets (including the assets or Capital Securities of another foreign SubsidiarySubsidiaries) for at least fair market value (as determined by the Board of Managers of the Borrower) so long as 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.