Purchase of Assets, Investments. No Borrower will, or will permit any Subsidiary to, directly or indirectly: (a) (i) make any Acquisition other than a Permitted Acquisition or (ii) acquire or own any other Investment other than Permitted Investments; (b) without limiting clause (a), otherwise acquire or enter into any agreement to acquire any assets other than (i) in the Ordinary Course of Business, (ii) constituting capital expenditures, or (iii) constituting replacement assets purchased with proceeds of property insurance policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding and for which the requirements set forth in Section 2.2(a)(ii)(B) have been satisfied; or (c) engage or enter into any agreement to engage in any joint venture or partnership with any other Person.
Appears in 3 contracts
Samples: Credit and Security Agreement (Sientra, Inc.), Credit and Security Agreement (Term Loan) (Sientra, Inc.), Credit and Security Agreement (Sientra, Inc.)
Purchase of Assets, Investments. No Borrower will, or will permit any Subsidiary to, directly or indirectly:
(a) (i) make any Acquisition or enter into any agreement to make an Acquisition other than a Permitted Acquisition Investment or (ii) acquire or own or enter into any agreement to acquire or own any other Investment other than Permitted Investments;,
(b) without limiting clause (a), otherwise acquire or enter into any agreement to acquire any assets other than (i) in the Ordinary Course of Business, (ii) constituting capital expenditures, or and (iii) constituting replacement assets purchased with proceeds of property insurance policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding and for which the requirements set forth in Section 2.2(a)(ii)(B) have been satisfied; or
(c) engage or enter into any agreement to engage in any joint venture or partnership with any other Person.
Appears in 2 contracts
Samples: Credit and Security Agreement (Aziyo Biologics, Inc.), Credit and Security Agreement (Aziyo Biologics, Inc.)
Purchase of Assets, Investments. No Borrower Loan Party will, or will permit any Subsidiary to, directly or indirectly:
(a) (i) make any Acquisition other than a Permitted Acquisition or (ii) acquire or own any other Investment other than Permitted Investments;
(b) without limiting clause (a), otherwise acquire or enter into any agreement to acquire any assets other than (i) in the Ordinary Course of Business, (ii) constituting capital expenditures, or (iii) constituting replacement assets purchased with proceeds of property insurance policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding and for which the requirements set forth in Section 2.2(a)(ii)(B) have been satisfiedproceeding; or
(c) engage or enter into any agreement to engage in any joint venture or partnership with any other Person.
Appears in 2 contracts
Samples: Facility Agreement (Sientra, Inc.), Facility Agreement (Sientra, Inc.)
Purchase of Assets, Investments. No Borrower will, or will permit any Subsidiary to, directly or indirectly:
(aff) (i) make any Acquisition or enter into any agreement to make an Acquisition other than a Permitted Acquisition Investment or (ii) acquire or own or enter into any agreement to acquire or own any other Investment other than Permitted Investments;,
(bgg) without limiting clause (a), otherwise acquire or enter into any agreement to acquire any assets other than (i) in the Ordinary Course of Business, (ii) constituting capital expenditures, or and (iii) constituting replacement assets purchased with proceeds of property insurance policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding and for which the requirements set forth in Section 2.2(a)(ii)(B) have been satisfied; or
(chh) engage or enter into any agreement to engage in any joint venture or partnership with any other Person.
Appears in 1 contract
Samples: Credit and Security Agreement (Term Loan) (Aziyo Biologics, Inc.)