Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into any merger or consolidation; (ii) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangement; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Term, (y) after giving effect to any such payment, Borrower shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing or would be caused thereby. Borrower shall promptly notify Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stock. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (a) form any Subsidiaries except as permitted by Section 11.14; (b) enter into any merger or consolidation; (c) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization; (d) modify its organizational documents in a manner adverse to Lender; (e) if Borrower is a limited liability company, divide into multiple limited liability companies; (f) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (g) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person except as permitted by Section 11.14; (h) enter into any joint ventures or partnerships with any other Person except as permitted by Section 11.14; or (i) enter into any other transaction outside the ordinary course of Borrower’s business, including any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest; provided, however, Borrower may enter any of such transactions in the ordinary course of business in connection with the granting of any routine and customary executive and employee compensation so long as such Transactions are funded with Equity Proceeds; provided, further, that nothing in this Agreement limits Borrower’s right and ability to issue shares of its common stock, or securities convertible into shares of its common stock, whether in a private placement of its shares or in a registered issuance pursuant to a registration statement on Form S-0, X-0, X-0 or S-8 so long as such shares do not constitute Disqualified Equity Interests and so long as the proceeds of such issuances are not used in violation of any of the terms or provisions of this Agreement.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Covenant Party shall (i) enter into any merger or consolidation; (ii) change the state of such Covenant Party’s organization or enter into any transaction which has the effect of changing such Covenant Party’s state of organization; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business or as permitted under Section 8.15 hereto; (iv) purchase the stock, other Equity Interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Covenant Party’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other Equity Interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other Equity Interest. No Covenant Party shall enter into any joint ventures or partnerships with any other Person.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into any merger, consolidation, liquidation or dissolution; (ii) change the jurisdiction of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s jurisdiction of organization (iii) sell, lease or otherwise dispose of any of its assets other than sales of Inventory in the ordinary course of its business; (iv) purchase any of the stock or other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrowers shall not (a) enter into any merger or consolidation; (b) change the state of any Borrower’s organization or enter into any transaction which has the effect of changing a Borrower’s state of organization; (c) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (d) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person, except other than as set forth in subsection (e) herein; or (d) enter into any other transaction outside the ordinary course of Borrowers’ business; or (e) enter into, any purchase, redemption or retirement of any shares of any class of Borrowers’ stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of Borrowers’ stock or any other equity interest unless after giving effect to such transaction, Borrowers have Excess Availability of not less than Six Hundred Thousand and No/100 Dollars ($600,000.00), provided that, this subsection (e) shall not apply to Xxxxx Holdings Inc. solely as to the issuance of equity awards pursuant to equity-based compensation plans adopted by Xxxxx Holdings Inc. Borrowers shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into any merger or consolidation; (ii) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization, unless Borrower has taken action, in a manner satisfactory to Agent in its sole discretion, to maintain the perfection of Agent’s security interest for the benefit of Lenders in the Collateral to the extent of such perfection prior to such change; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any transaction to purchase, redeem or retire any shares of any class of its stock or any other equity interest, or to issue of any shares, warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest, other than the issuance of stock in connection with dividends or distributions payable in its stock. Borrower shall not form any new Subsidiaries or enter into any new joint ventures or partnerships with any other Person. Notwithstanding this Section 13(d), Borrower may merge or consolidate with any Subsidiary so long as Borrower is the surviving entity.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into, or permit any of its Subsidiaries to enter into, any merger or consolidation; (ii) change the state of Borrower’s organization, or permit any of its Subsidiaries to change its state of organization, or enter into any transaction or permit any Subsidiary to enter into any transaction which has the effect of changing Borrower’s or any of its Subsidiary’s state of organization, unless Borrower has taken action, in a manner satisfactory to Agent in its sole discretion, to maintain the perfection of Agent’s security interest for the benefit of Lenders in the Collateral to the extent of such perfection prior to such change; (iii) sell, lease or otherwise dispose, or permit any of its Subsidiaries to sell, lease or otherwise dispose, of any of its assets other than the sale of the Exited Business Assets in accordance with the Restructuring Plan and other than in the ordinary course of business; (iv) purchase or permit any of its Subsidiaries to purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) purchase, redeem or retire, or enter into any transaction to purchase, redeem or retire, any shares of any class of its stock or any other of its outstanding equity interests. Borrower shall not form any new Subsidiaries or enter into any new joint ventures or partnerships with any other Person. Notwithstanding this Section 13(d), (i) Borrower may merge or consolidate with any Subsidiary so long as Borrower is the surviving entity and (ii) any of Borrower’s Subsidiaries may merge or consolidate with any other Subsidiary of Borrower, and Borrower or any Subsidiary of Borrower may redeem or repurchase any outstanding equity interests of any of Borrower’s Subsidiaries. Borrower will provide prompt written notice to Agent of any actions taken by Borrower or any of its Subsidiaries pursuant to the terms of the preceding sentence.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. (i) Borrower shall not, without the prior written consent of Lender: (A) enter into any merger or consolidation; provided that (i) any Borrower (other than CRDE, AHHC, Care Pros, HIP, HIP LLC, Travmed, Prime Staff and MMSO) may merge with and into Crdentia so long as Crdentia is the surviving entity, and (ii) any Borrower (other than CRDE, AHHC, Care Pros, HIP, HIP LLC, Travmed, Prime Staff, MMSO and Crdentia) may merge with another Borrower (other than CRDE, AHHC, Care Pros, HIP, HIP LLC, Travmed, Prime Staff, MMSO and Crdentia), (B) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization, except in connection with a merger permitted in clause (A) above; (C) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business or as permitted under Section 7; (D) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (E) enter into any other transaction outside the ordinary course of Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest, subject to clause (iii) below.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Loan Party shall or shall agree to (i) enter into any merger or consolidation; (ii) change the state of such Loan Party's organization or enter into any transaction which has the effect of changing such Loan Party's state of organization; (iii) sell, lease or otherwise dispose of any of its assets or Capital Stock other than Inventory in the ordinary course of business; (iv) purchase the Capital Stock or all or a material portion of the assets of any Person or division of such Person; (v) enter into any other transaction outside the ordinary course of such Loan Party's business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its Capital Stock, and any issuance of any shares of, or warrants or other rights to receive or purchase any of its Capital Stock; or (vi) form any Subsidiaries or enter into any joint ventures or partnerships with any other Person. Notwithstanding the foregoing:
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into any merger or consolidation; (ii) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization; (iii) except as set forth in Section 7 hereof, sell, lease or otherwise dispose of any of its assets; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest, other than any such purchase, redemption, retirement or issuance pursuant to any compensatory arrangement entered into the ordinary course of business with any employee or director of the Borrower so long as such purchases, redemptions or retirements do not exceed $250,000 in the aggregate in any Fiscal Year and no Event of Default is continuing at the time of any such purchase, redemption or retirement. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.
