Permitted Dispositions. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or any of its Subsidiaries may:
(i) sell all or part of the accounts receivable of the Borrower or any Subsidiary in connection with a Permitted Asset Securitization, so long as, contemporaneously with the completion of such transaction, the Borrower prepays its Loans as and to the extent required by section 5.2;
(ii) (A) sell any property, land or building (including any related receivables or other intangible assets) to any person that is not a Subsidiary of the Borrower, (B) sell the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any person that is not a Subsidiary of the Borrower, or (C) permit any Subsidiary to be merged or consolidated with a person that is not an Affiliate of the Borrower, or (D) consummate any other Asset Sale with a person that is not a Subsidiary of the Borrower; PROVIDED that:
(1) the consideration for such transaction represents fair value (as determined by management of the Borrower), and at least 75% of such consideration consists of cash,
(2) in the case of any such transaction involving consideration in excess of $10,000,000, at least five Business Days prior to the date of completion of such transaction, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on behalf of the Borrower by an Authorized Officer of the Borrower, which certificate shall contain a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated purchase price or other consideration for such transaction, a certification that no Default or Event of Default has occurred and is continuing, or would result from consummation of such transaction, and, if requested by the Administrative Agent, a certified copy of the draft or definitive documentation pertaining thereto, and
(3) contemporaneously with the completion of such transaction, the Borrower shall prepay its Loans as and to the extent required by section 5.2 hereof; and
(iii) in addition to dispositions permitted pursuant to subpart (i) and (ii) above, the Borrower and its Subsidiaries may sell or otherwise dispose of obsolete, worn out or surplus equipment or fixtures at any time in the ordinary course of business.
Permitted Dispositions. Each Credit Party will not, and will not permit any of its Subsidiaries, to make a Disposition, or enter into any agreement to make a Disposition not permitted under this Section 10.04 (unless such agreement is conditioned on the repayment in full of the Obligations and termination of this Agreement or receipt of consent by the applicable Lenders), of such Credit Party’s or such other Person’s assets (including Accounts Receivable and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions unless such Disposition:
(a) is of obsolete or worn out property or property no longer used or useful in its business; or
(b) is for fair market value and the following conditions are met:
(i) to the extent required by Section 5.02(a)(iii), the Borrower has applied any Net Disposition Proceeds arising therefrom pursuant to Section 5.02(a)(iii);
(ii) no less than seventy-five percent (75%) of the consideration received for such Disposition is received in cash or Cash Equivalents;
(iii) such Dispositions shall not exceed $5,000,000 in the aggregate since the Closing Date; and
(iv) no Default or Event of Default shall have occurred and be continuing or would result from the Disposition thereof,
(c) is a sale of inventory in the ordinary course of business;
(d) is the leasing, as lessor, subleasing or licensing of real or personal property (including the provision of software under an open source license) or in each case termination thereof which (A) do not materially interfere with the business of the Borrower and its Subsidiaries or (B) relate to closed facilities;
(i) is a sale or disposition of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement property, all in the ordinary course of business in accordance with Section 5.02(a)(iii) or (ii) is the contemporaneous exchange, in the ordinary course of business, of property for property of a like kind, to the extent that property received in such exchange is of a fair market value equal to or greater than the fair market value of the property exchanged;
(f) is expressly otherwise permitted by Section 10.05 or 10.06;
(g) is by (i) any Credit Party (other than Holdings) or Subsidiary thereof to any other Credit Party or Subsidiary, other than Holdings; provided that the aggregate amount of assets that may b...
Permitted Dispositions. Holdings and the Borrowers will not, and will not permit any of their respective Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' assets (including accounts receivable, Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one transaction or series of transactions, except for the following:
(a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year);
(b) Dispositions permitted by Section 7.2.10;
(c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business;
(i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing;
(e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged;
(f) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction;
(g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business;
(h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located prim...
Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelve-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 10% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 50% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.
Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrower’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except:
(a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby;
(b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15;
(c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, (ii) results in net cash proceeds which, when taken together with the net cash proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Date, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code;
(d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby;
(e) a Disposition of Cash Equivalents in the ordinary course of business;
(f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof;
(g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be appli...
Permitted Dispositions. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make a Disposition, or enter into any agreement to make a Disposition, of such Credit Party’s or such other Person’s assets (including Receivables and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions unless such Disposition:
(a) is in the ordinary course of its business and is of obsolete or worn out property or property no longer used or useful in its business;
(b) is a sale of Inventory in the ordinary course of business;
(c) is the leasing, subleasing or licensing, as lessor, of real or personal property no longer used or useful in such Person’s business or otherwise in the ordinary course of business;
(d) is a sale or disposition of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement equipment, all in the ordinary course of business;
(e) is otherwise permitted by Section 9.02(j) or 9.03;
(f) is a Disposition of property by one Credit Party (other than a Restricted Credit Party) to another Credit Party (other than a Restricted Credit Party);
(g) is a Disposition of property by a non-Credit Party or a Restricted Credit Party to a Credit Party if the purchase price of said property is not higher than its fair market value;
(h) is a Disposition of property by a non-Credit Party or a Restricted Credit Party to a non-Credit Party or Restricted Credit Party;
(i) is a Disposition of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes);
(j) is the lapse, abandonment or other Disposition of intellectual property that is in the reasonable judgment of the Borrower or its Subsidiaries no longer economically practicable or commercially desirable to maintain or necessary for the conduct of the business of the Borrower or its Subsidiaries;
(k) is a Disposition of (i) all or substantially all of the Canadian business of the Company and its Subsidiaries or the Equity Interests in Teligent Canada so long as (x) the purchase price therefor is not less than an amount separately agreed by the Company and Administrative Agent and (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be ...
Permitted Dispositions. The following dispositions of Common Stock shall not be subject to the restriction on transfer set forth in Section 1:
(a) Each Shareholder may transfer Common Stock to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of such family members and/or Shareholder;
(b) Each Shareholder may transfer Common Stock on his or her death to such Shareholder’s estate, executor, administrator or personal representative or to such Shareholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution;
(c) Each Shareholder may transfer Common Stock as a gift or other transfer without consideration;
(d) Each Shareholder may make a bona fide pledge of Common Stock to a lender; and,
(e) Each Shareholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act, and such Common Stock shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement.
Permitted Dispositions. Until such time as the Securities Intermediary receives either a Notice of Sole Control signed by the Administrative Agent with respect to some or all of the Investment Collateral and other Investment Property or a notice signed by the Administrative Agent that a proposed sale, exchange or transfer of certain Investment Collateral by or on behalf of the Company will violate the Security Agreement, the Company, or any representative of, or investment manager appointed by, the Company, may direct the Securities Intermediary with respect to the sale, exchange or transfer of such Investment Collateral held in a Designated Account.
Permitted Dispositions. The following Dispositions shall be permitted without compliance with the provisions of Section 2 through 4 (each a “Permitted Disposition”):
(a) by any Holder, in the case of Common Stock, with respect to a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 10;
(b) by any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (or in the case of a trust, the grantor’s) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder;
(c) any Disposition to the Company;
(d) (i) any Disposition by TopCo Parent to (x) one or more of its Affiliates or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parent, or (iv) any “Permitted Transfer” (as defined in the TopCo Parent Agreement); and
(e) by any Holder during such Holder’s lifetime to such Holder’s Affiliates; provided that the Board has first provided its written consent to such Disposition; provided, however, that, unless otherwise waived by the Board in its sole discretion, as a condition to any such Permitted Disposition, any Person (including such Person’s spouse, if any), other than (x) the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, (y) any Person to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.1, so acquiring such Common Stock from a Holder shall be required to become a party to and be bound by this Agreement, shall be required to subject the Common Stock acquired by such Person to the provisions of this Agreement, and thereafter any such Person shall be deemed a “Holder” for the purpos...
Permitted Dispositions. (a) In addition to any Disposition expressly permitted by this Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1.
(b) Any holder of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable.
(c) Notwithstanding anything to the contrary in this Section 7.3, a Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition).
(d) In connection with any Disposition of Preferred Units (including Management Units) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.
