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 cash or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time of such Disposition, (x) no Event of Default has occurred and is continuing, (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate fair market value of all assets so sold shall not exceed $2,500,000 in the aggregate; or (l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) pursuant to clause (f) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including intellectual property) without the prior written consent of the Required Lenders.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Teligent, Inc.), First Lien Credit Agreement (Teligent, Inc.)
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 cash or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time of such Disposition, (x) no Event of Default has occurred and is continuing, (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate fair market value of all assets so sold shall not exceed $2,500,000 in the aggregate; or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) pursuant to clause (f) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 4 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including intellectual property) without the prior written consent of the Required Lenders.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Teligent, Inc.), Second Lien Credit Agreement (Teligent, Inc.)
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 receivables and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions transactions, unless such Disposition:
: (a) is in the ordinary course of its business and is of surplus, used, obsolete or worn 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), 9.03, 9.05 (other than 9.05(l)) or 9.03;
and 9.06 (other than 9.06(s)); (f) is a Disposition of property by one Credit Party (other than a Restricted Credit Party) to another Credit Party; provided, that no Credit Party (other than shall consummate a Restricted Disposition of the Capital Stock of a Licensed Insurance Entity to another Credit Party);
, unless such Credit Party is subject to and in compliance with Section 9.16; (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, lapse or abandonment or other Disposition of intellectual property 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 or material 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 cash or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time of such Disposition, (x) no Event of Default has occurred and is continuing, (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate fair market value of all assets so sold shall not exceed $2,500,000 in the aggregate; or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) pursuant to clause (f) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including intellectual property) without the prior written consent of the Required Lenders.Lighthouse; 91
Appears in 1 contract
Permitted Dispositions. No Credit Party shallwill, and no Credit Party shall or permit any of its Subsidiaries to, make a DispositionDisposition of any Real Property constituting Collateral or any personal property or assets of any kind (tangible or intangible), or enter into any agreement to make a Disposition, of any such Credit Party’s or such other Person’s assets (including Receivables and Capital Stock of Subsidiaries) Disposition to any Person in one transaction or a series of related transactions unless such Disposition:
(a) is in the ordinary course of its business and is of obsolete obsolete, surplus or worn worn-out property or property no longer used or useful in its business;
(b) is made as a consequence of any loss, damage, distribution or other casualty or any condemnation or taking of such assets by eminent domain proceedings;
(c) is of personal property for fair market value and the following conditions are met:
(i) the aggregate amount of Dispositions pursuant to this clause (c) during any fiscal year shall not exceed $18,750,000,
(ii) immediately prior to and immediately after giving effect to such Disposition, no Event of Default or Material Default shall have occurred and be continuing or would result therefrom, and
(iii) no less than 80.00% of the consideration received for such sale, transfer, lease, contribution or conveyance is received in cash;
(d) is a sale of Inventory (as defined in the UCC or PPSA, as applicable) 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;
(de) is a sale or disposition of equipment or fixed assets to the extent that such equipment or fixed asset is exchanged for credit against the purchase price of similar replacement equipmentequipment or fixed asset, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement equipmentequipment or fixed asset, all in the ordinary course of business;
(ef) is an abandonment, failure to renew, or other Disposition in the ordinary course of business of any intellectual property that is not material to the conduct of the business of any Credit Party;
(g) 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-(i) any Credit Party or a Restricted to any other Credit Party, (ii) any Credit Party to a nonNon-Credit Party Subsidiary; provided that the aggregate amount of Dispositions made pursuant to the preceding clause (ii) shall not exceed $3,125,000 in any fiscal year or Restricted (iii) any Non-Credit PartyParty Subsidiary to any Credit Party or any other Non-Credit Party Subsidiary;
(i) is a Disposition consists of accounts receivable in connection with the collection granting of Permitted Liens or compromise thereof in the ordinary course making of business or consistent with past practice (and not for financing purposes)an Investment permitted by Section 9.05;
(j) is the lapse, abandonment consists of cash 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 SubsidiariesCash Equivalents;
(k) is a sale or discount of accounts receivable (or a promissory note evidencing accounts receivable or the settlement thereof) arising in the ordinary course of business in connection with the collection thereof;
(l) consists of the leasing (pursuant to leases entered into in the ordinary course of business) or licensing of real or personal property in the ordinary course of business;
(m) consists of a surrender or waiver of contract rights or a settlement, release or surrender of contract, tort or other claims, in each case, in the ordinary course of business;
(n) consists of a Disposition of (i) all Investments in joint ventures to the extent required by, or substantially all made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements and the transfer of the Canadian business of the Company and its Subsidiaries or the Equity Interests in Teligent Canada so long assets 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%) part of the consideration paid for Investment in a joint venture permitted under Section 9.05;
(o) consists of Dispositions made in connection therewith shall be cash with the unwinding of Hedging Obligations permitted under Section 9.11 or Cash Equivalents paid contemporaneously with a sale and leaseback transaction permitted under Section 9.08;
(p) consists of charitable donations made in the ordinary course of business, to the extent such Disposition or (ii) at assets are not material to the time of such Disposition, (x) no Event of Default has occurred and is continuing, (y) not less than at least seventy-five percent (75%) ability of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) Credit Parties to conduct the aggregate fair market value of all assets so sold shall not exceed $2,500,000 in the aggregate; orBusiness;
(lq) is a Disposition of cash Real Property to a Governmental Authority that results from a condemnation;
(r) is a Disposition set forth on Schedule 9.04;
(s) consists of licenses, sublicenses, leases or Cash Equivalentssubleases granted to third parties in the ordinary course of business (but limited, providedin the case of licenses of intellectual property, thatto non-exclusive licenses) so long as such licenses, notwithstanding sublicenses, leases or subleases (i) do not interfere with the foregoingbusiness of the Credit Parties and (ii) are not materially adverse to the interests of the Secured Parties;
(t) are Dispositions of Opco Agreements to third parties on an arms’ length basis;
(u) are Dispositions constituting Restricted Payments permitted under Section 9.06;
(v) are Dispositions required to be made pursuant to Applicable Law;
(w) are transfers of (i) Real Property acquired pursuant to a Permitted Acquisition to a Real Estate SPE, if such Investment is permitted by Section 9.05(p), or (ii) any motor vehicle or rolling stock owned by a Target to [***] Holdco acquired pursuant to a Permitted Acquisition; or
(x) is of Real Property of a Real Estate SPE for fair market value and the following conditions are met: (i) immediately prior to and immediately after giving effect to such Disposition, no Event of Default or Material Default shall have occurred and be continuing or would result therefrom, and (ii) no less than 80.00% of the consideration received for such sale, transfer, lease, contribution or conveyance is received in cash. Notwithstanding anything to the contrary set forth in this Section 9.04, in no event shall any Credit PartyParty sell, or shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, selltransfer, assign or otherwise dispose of, other than (w) in connection with the grant of any Capital Stock a Lien in favor of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) Administrative Agent pursuant to clause the Credit Documents, (fx) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporationaccounts receivable, limited liability company, partnership any Collections or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Dateany proceeds arising thereunder or with respect thereto, the grant of a Lien to secure the Revolving Credit Parties and each its Subsidiaries shall not utilize clauses Facility, (k)(iiy) the Liens described in Section 9.02(w) and shall not (z) the Dispositions permitted under Section 9.04(g) and 9.04(r), any of its rights under or in respect of any event license Material Contract listed in part II of Schedule 7.27(a) or any manner of its rights under or in respect of any assets (including intellectual property) without the prior written consent of the Required LendersRegulatory License, any accounts receivable, any Collections or any proceeds arising thereunder or with respect thereto.
Appears in 1 contract
Permitted Dispositions. No Each Credit Party shallwill not, and no Credit Party shall will not permit any of its Subsidiaries toSubsidiaries, make a Dispositionto Dispose of all or any part of its business or property, or enter into any agreement to make a Dispositionexcept (collectively, of such Credit Party’s or such other Person’s assets (including Receivables and Capital Stock of Subsidiaries“Permitted Transfers”) to any Person in one transaction or a series of transactions unless such Disposition:
(a) is in the ordinary course sales of Inventory by a Credit Party or any 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 Subsidiaries in the ordinary course of business;
, (cb) is non-exclusive licenses and similar arrangements for the leasing, subleasing use of Intellectual Property of a Credit Party or licensing, as lessor, any of real or personal property no longer used or useful in such Person’s business or otherwise its Subsidiaries in the ordinary course of business;
, (dc) is a sale Dispositions of worn-out, obsolete 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 surplus Equipment in the ordinary course of business;
business that is, in the reasonable judgment of such Credit Party or Subsidiary, no longer economically practicable to maintain or useful, (d) Dispositions consisting of the granting of Permitted Liens, mergers, consolidations and reorganizations permitted under Section 9.03, Restricted Payments permitted under Section 9.05 and the making of Permitted Investments, (e) the use or transfer of money or Cash Equivalents in the ordinary course of business for any purpose that is otherwise permitted not prohibited by Section 9.02(j) or 9.03;
the Credit Documents, (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 Dispositions to a Credit Party if Party; (g)(x) discounts of or forgiveness of accounts receivable in the purchase price of said property is not higher than its fair market value;
Ordinary Course Of Business or in connection with collection or compromise thereof and (hy) 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 sales, transfers and other dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course Ordinary Course Of Business, (h) dispositions in connection with source code escrow arrangements entered into in the Ordinary Course Of Business; and (i) other Dispositions of business or consistent with past practice assets having a fair market value of not more than $2,500,000 per fiscal year of the Borrower; provided that (and not for financing purposesx) except as provided in clause (b);
(j) is the lapse, abandonment or other Disposition no Credit Party shall Dispose of intellectual property any Intellectual Property that is in the reasonable judgment of the Borrower or its Subsidiaries no longer economically practicable or commercially desirable material 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 to any Person other than an amount separately agreed by the Company and Administrative Agent a Credit Party and (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time of such Disposition, (x) no Event of Default has occurred and is continuing, (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate fair market value of all assets so sold shall not exceed $2,500,000 in the aggregate; or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or shall any Credit Party permit may cease to be a Credit Party if such Person owns any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) pursuant to clause (f) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including intellectual property) without the prior written consent of the Required Lenderssuch material Intellectual Property.
Appears in 1 contract
Samples: Credit Agreement (Rubrik, Inc.)
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 receivables and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions transactions, unless such Disposition:
(a) is in the ordinary course of its business and is of surplus, used, obsolete or worn 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), 9.03, 9.05 (other than 9.05(l)) or 9.03and 9.06 (other than 9.06(s));
(f) is a Disposition of property by one Credit Party (other than a Restricted Credit Party) to another Credit Party; provided, that no Credit Party (other than shall consummate a Restricted Disposition of the Capital Stock of a Licensed Insurance Entity to another Credit Party), unless such Credit Party is subject to and in compliance with Section 9.16;
(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, lapse or abandonment or other Disposition of intellectual property Intellectual Property that is in the reasonable judgment of the any Borrower or its Subsidiaries no longer economically practicable or commercially desirable to maintain or necessary or material for the conduct of the business of the such Borrower or its Subsidiaries;
(k) [reserved];
(l) so long as no Event of Default has occurred and is continuing, is a Disposition set forth on Schedule 1.01(g) the purchase price of which is paid with not less than 75% of cash and the seller thereof receives not less than fair market value for such assets;
(m) is a Disposition of cash or Cash Equivalents;
(in) all is a Disposition of assets acquired in connection with a Permitted Acquisition which is made to obtain the approval of an anti-trust authority;
(o) is a Disposition constituting a taking by condemnation or substantially all eminent domain or transfer in lieu thereof, or a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(p) is the surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims;
(q) is the unwinding of any Hedging Transaction pursuant to its terms;
(r) is, to the extent required by applicable law and with respect to any Subsidiary that is a Foreign Subsidiary, the sale or other disposition of a nominal amount of Capital Stock in any Subsidiary in order to qualify members of the Canadian business board of the Company and its Subsidiaries directors or the Equity Interests in Teligent Canada equivalent governing body of such Subsidiary; or
(s) so long as (x) no Event of Default has occurred and is continuing, is a Disposition the purchase price therefor of which is paid with not less than an amount separately agreed by 75% of cash and the Company and Administrative Agent and (y) seller thereof receives not less than at least seventy-five percent fair market value for such assets, not to exceed a value of $10,000,00015,000,000 in the aggregate for all Credit Parties and their Subsidiaries in any Fiscal Year; or
(75%t) the sale of Evolent Care Partners assets, including the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition or employees, contracts, IP, and other assets required to operate the business represented by the Evolent Care Partners segment (iiand not required to operate any other business segment) at (the time of such Disposition“ECP Sale”), so long as (x) no Event of Default has occurred and is continuing, (y) the purchase price of the ECP Sale is paid with not less than at least seventy-five percent (75%) % of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate seller thereof receives not less than fair market value of all assets so sold for such assets; provided that the ECP Sale shall not exceed $2,500,000 in the aggregateonly be permitted under this Section 9.04 pursuant to this clause (t); or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or nor shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign sell or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law Applicable Law or (2) pursuant to clause (e), (f), (g), (h), (k) or (gl) above above; provided, further, that notwithstanding the foregoing, in no event shall any Credit Party, nor shall any Credit Party permit any of its Subsidiaries to, directly or (ii) to file a certificate of divisionindirectly, adopt a plan of division sell or otherwise take dispose of any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act Intellectual Property, except in accordance with (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(iij) and shall not in any event license in any manner any assets (including intellectual propertyl) without the prior written consent of the Required Lendersabove.
Appears in 1 contract
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 not otherwise permitted hereunder which is made for fair market value, 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 cash or Cash Equivalents paid contemporaneously with such Disposition or (iii) at the time of such Disposition, (x) no Event of Default has occurred and is continuing, (yii) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (ziii) the aggregate fair market value of all assets so sold shall not exceed $2,500,000 in the aggregate; or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) pursuant to clause (f) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including intellectual property) without the prior written consent of the Required Lenders.
Appears in 1 contract
Samples: First Lien Revolving Credit Agreement (Teligent, Inc.)
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 receivables and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions transactions, unless such Disposition:
(a) is in the ordinary course of its business and is of surplus, used, obsolete or worn 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), 9.03, 9.05 (other than 9.05(l)) or 9.03and 9.06 (other than 9.06(s));
(f) is a Disposition of property by one Credit Party (other than a Restricted Credit Party) to another Credit Party; provided, that no Credit Party (other than shall consummate a Restricted Disposition of the Capital Stock of a Licensed Insurance Entity to another Credit Party), unless such Credit Party is subject to and in compliance with Section 9.16;
(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, lapse or abandonment or other Disposition of intellectual property Intellectual Property that is in the reasonable judgment of the any Borrower or its Subsidiaries no longer economically practicable or commercially desirable to maintain or necessary or material for the conduct of the business of the such Borrower or its Subsidiaries;
(k) is a Disposition of [reserved];
(il) 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 cash or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time of such Disposition, (x) no Event of Default has occurred and is continuing, (yis a Disposition set forth on Schedule 1.01(g) the purchase price of which is paid with not less than at least seventy-five percent (75%) % of cash and the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate seller thereof receives not less than fair market value of all assets so sold shall not exceed $2,500,000 in the aggregate; orfor such assets;
(lm) is a Disposition of cash or Cash Equivalents;
(n) is a Disposition of assets acquired in connection with a Permitted Acquisition which is made to obtain the approval of an anti-trust authority;
(o) is a Disposition constituting a taking by condemnation or eminent domain or transfer in lieu thereof, or a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(p) is the surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims;
(q) is the unwinding of any Hedging Transaction pursuant to its terms;
(r) is, to the extent required by applicable law and with respect to any Subsidiary that is a Foreign Subsidiary, the sale or other disposition of a nominal amount of Capital Stock in any Subsidiary in order to qualify members of the board of directors or equivalent governing body of such Subsidiary; or
(s) so long as no Event of Default has occurred and is continuing, is a Disposition the purchase price of which is paid with not less than 75% of cash and the seller thereof receives not less than fair market value for such assets, not to exceed a value of $10,000,000 in the aggregate for all Credit Parties and their Subsidiaries in any Fiscal Year; provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or nor shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign sell or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law Applicable Law or (2) pursuant to clause (e), (f), (g), (h), (k) or (gl) above above; provided, further, that notwithstanding the foregoing, in no event shall any Credit Party, nor shall any Credit Party permit any of its Subsidiaries to, directly or (ii) to file a certificate of divisionindirectly, adopt a plan of division sell or otherwise take dispose of any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act Intellectual Property, except in accordance with (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(iij) and shall not in any event license in any manner any assets (including intellectual propertyl) without the prior written consent of the Required Lendersabove.
Appears in 1 contract
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 receivables and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions transactions, unless such Disposition:
(a) is in the ordinary course of its business and is of surplus, used, obsolete or worn 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), 9.03, 9.05 (other than 9.05(l)) or 9.03and 9.06 (other than 9.06(s));
(f) is a Disposition of property by one Credit Party (other than a Restricted Credit Party) to another Credit Party; provided, that no Credit Party (other than shall consummate a Restricted Disposition of the Capital Stock of a Licensed Insurance Entity to another Credit Party), unless such Credit Party is subject to and in compliance with Section 9.16;
(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, lapse or abandonment or other Disposition of intellectual property Intellectual Property that is in the reasonable judgment of the any Borrower or its Subsidiaries no longer economically practicable or commercially desirable to maintain or necessary or material for the conduct of the business of the such Borrower or its Subsidiaries;
(k) [reserved];
(l) so long as no Event of Default has occurred and is continuing, is a Disposition set forth on Schedule 1.01(g) the purchase price of which is paid with not less than 75% of cash and the seller thereof receives not less than fair market value for such assets;
(m) is a Disposition of cash or Cash Equivalents;
(in) all is a Disposition of assets acquired in connection with a Permitted Acquisition which is made to obtain the approval of an anti-trust authority;
(o) is a Disposition constituting a taking by condemnation or substantially all eminent domain or transfer in lieu thereof, or a Disposition consisting of or subsequent to a total loss or constructive total loss of property;
(p) is the surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims;
(q) is the unwinding of any Hedging Transaction pursuant to its terms;
(r) is, to the extent required by applicable law and with respect to any Subsidiary that is a Foreign Subsidiary, the sale or other disposition of a nominal amount of Capital Stock in any Subsidiary in order to qualify members of the Canadian business board of the Company and its Subsidiaries directors or the Equity Interests in Teligent Canada equivalent governing body of such Subsidiary;
(s) so long as (x) no Event of Default has occurred and is continuing, is a Disposition the purchase price therefor of which is paid with not less than an amount separately agreed by 75% of cash and the Company and Administrative Agent and (y) seller thereof receives not less than at least seventy-five percent fair market value for such assets, not to exceed a value of $15,000,000 in the aggregate for all Credit Parties and their Subsidiaries in any Fiscal Year; or
(75%t) the sale of Evolent Care Partners assets, including the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition or employees, contracts, IP, and other assets required to operate the business represented by the Evolent Care Partners segment (iiand not required to operate any other business segment) at (the time of such Disposition“ECP Sale”), so long as (x) no Event of Default has occurred and is continuing, (y) the purchase price of the ECP Sale is paid with not less than at least seventy-five percent (75%) % of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate seller thereof receives not less than fair market value of all assets so sold for such assets; provided that the ECP Sale shall not exceed $2,500,000 in the aggregateonly be permitted under this Section 9.04 pursuant to this clause (t); or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or nor shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign sell or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law Applicable Law or (2) pursuant to clause (e), (f), (g), (h), (k) or (gl) above above; provided, further, that notwithstanding the foregoing, in no event shall any Credit Party, nor shall any Credit Party permit any of its Subsidiaries to, directly or (ii) to file a certificate of divisionindirectly, adopt a plan of division sell or otherwise take dispose of any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act Intellectual Property, except in accordance with (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(iij) and shall not in any event license in any manner any assets (including intellectual propertyl) without the prior written consent of the Required Lendersabove.
Appears in 1 contract
Permitted Dispositions. No Each Credit Party shallwill not, and no Credit Party shall will not permit any of its Subsidiaries, to dispose of all or any part of its business or property, except (collectively, “Permitted Transfers”) (a) sales of Inventory by a Credit Party or any of its Subsidiaries toin the Ordinary Course of Business, make (b) non-exclusive licenses and similar arrangements for the use of Intellectual Property of a DispositionCredit Party or any of its Subsidiaries in the Ordinary Course of Business, (c) Dispositions of worn-out, obsolete or enter into any agreement to make a Dispositionsurplus Equipment in the Ordinary Course of Business that is, in the reasonable judgment of such Credit Party’s Party 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 Subsidiary, no longer used economically practicable to maintain or useful in its business;
(b) is a sale of Inventory in the ordinary course of business;
(c) is the leasinguseful, 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 Dispositions consisting of equipment to the extent that such equipment is exchanged for credit against granting of Permitted Liens and the purchase price making of similar replacement equipmentPermitted Investments, 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) the use or transfer of money or Cash Equivalents in the Ordinary Course of Business in a manner that is otherwise permitted not prohibited by Section 9.02(j) or 9.03;
the Credit Documents, (f) is other Dispositions of assets (other than Capital Stock) having a Disposition fair market value of not more than $250,000 per fiscal year of Topco, (g)(i) Dispositions of assets or property by one from any Credit Party or any of its Subsidiaries to any Credit Party (other than a Restricted Credit PartyTopco) 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 cash or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time Dispositions of such Disposition, (x) no Event assets or property from any Subsidiary of Default has occurred and any Credit Party that is continuing, (y) not less than at least seventy-five percent (75%) a Credit Party to any other Subsidiary of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition any Credit Party that is not a Credit Party and (zh) the aggregate Digital First Disposition pursuant to the Digital First Agreements, in an amount not to exceed a fair market value of all assets so sold shall not exceed equal to $2,500,000 in the aggregate; or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) pursuant to clause (f) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity)1,000,000. Notwithstanding anything to the contrary contained in this Section 9.04herein, commencing on no Credit Party shall, nor shall it permit any Subsidiary to, directly or indirectly, make any Restricted Payment, Investment or other disposition if the Amendment No. 2 Effective Dateeffect of such transaction is to, the directly or indirectly, dispose or transfer any Intellectual Property to any person who is not a Credit Parties and each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including intellectual property) without the prior written consent of the Required LendersParty.
Appears in 1 contract
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 not otherwise permitted hereunder which is made for fair market value, 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 cash or Cash Equivalents paid contemporaneously with such Disposition or (iii) at the time of such Disposition, (x) no Event of Default has occurred and is continuing, (yii) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (ziii) the aggregate fair market value of all assets so sold shall not exceed $2,500,000 2,875,000 in the aggregate; or
(l) is a Disposition of cash or Cash Equivalents, provided, that, notwithstanding the foregoing, in no event shall any Credit Party, or shall any Credit Party permit any of its Subsidiaries to, (i) directly or indirectly, issue, sell, assign or otherwise dispose of any Capital Stock of any of its Subsidiaries, except (1) to qualify directors if required by applicable law or (2) pursuant to clause (f) or (g) above or (ii) to file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to Applicable Law with respect to any corporation, limited liability company, partnership or other entity). Notwithstanding anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 2 Effective Date, the Credit Parties and each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including intellectual property) without the prior written consent of the Required Lenders.
Appears in 1 contract
Samples: Security Agreement (Teligent, Inc.)
