Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to: (a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests; (b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware; (c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; (d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity; (e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and (f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware;
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets) whether secured or unsecured other than (x) the Company's ’s indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soother Credit Party, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year the earlier to occur of (x) the six month anniversary of the Maturity Date (as defined in the Note) and (y) the date upon which all Obligations (as defined in each Security Document) of the Company and its Subsidiaries arising under this Agreement and/or the Related Agreements shall have been indefeasibly satisfied in full or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such other Credit Party or, if no Credit Party is involved, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope nature of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which away from the Company is biotechnology industry as reasonably determined by the surviving entity;Purchaser; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(eSchedule 6.11(I)(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Credit Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and;
(f) create purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any Subsidiary after the date hereof unless interest whatsoever in, any other Person, including any partnership or joint venture, except (ix) such Subsidiary is a wholly-owned Subsidiary of the Company travel advances, (y) loans to its and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.its
Appears in 2 contracts
Samples: Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interestssubsidiaries;
(b) liquidate, dissolve or effect a material reorganization (it being understood provided, however, that in no event shall the Company dissolve, liquidate may merge or merge with any other person or entity (unless effect a material reorganization if the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware;
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiary’s right to perform the provisions of this Agreement, any other Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five ten percent (510%) per annum of the fair market value of the Company's and its Subsidiaries' ’s assets) whether secured or unsecured other than (x) the Company's ’s indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(eSchedule 6.12(d) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Company than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of businessassets, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Company than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 500,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness of the Company’s subsidiaries or otherwise permitted to be outstanding pursuant to this clause (ed); and
(fe) except as set forth in Schedule 6.12(e), create or acquire any Subsidiary subsidiary after the date hereof unless (i) such Subsidiary subsidiary is a wholly-owned Subsidiary subsidiary of the Company and or (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the other Related Agreements as if such Subsidiary were subsidiary was a Subsidiary subsidiary on the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bos Better Online Solutions LTD), Securities Purchase Agreement (Bos Better Online Solutions LTD)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a ---------------- part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 100,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (in each case, either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent reasonably required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Creative Vistas Inc), Securities Purchase Agreement (Creative Vistas Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any cash dividends, other than cash dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock Preferred Stock that is mandatorily redeemable has a scheduled mandatory redemption date prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock Preferred Stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger involving the Company, the Company is the surviving entity) other than to effect a reincorporation , or, in the state case of Delawaremerger not involving the Company, any Subsidiary or any entity acquired by the Company or any Subsidiary, as applicable, is the surviving entity);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which that by its terms would (under any circumstances) restrict the Company's right of the Company or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the currently and expressly agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade Permitted Indebtedness, as hereinafter defined) whether secured or unsecured, other than (A) the Company’s indebtedness owed under this Agreement or any Related Agreement, (B) the pari passu debt aggregating $4,000,000 (the “Pari Passu Indebtedness”) listed in Schedule 6.13(e) hereto and debt made a part hereof, and the other indebtedness (if any) set forth on Schedule 6.13(e) attached hereto and made a part hereof, and any refinancings or replacements thereof on terms no less favorable as a whole to the Purchaser than the indebtedness being refinanced or replaced , as determined by Purchaser in its sole discretion, (C) any indebtedness incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets) whether secured or unsecured , and any indebtedness incurred in connection with the purchase of assets (other than (x) the Company's indebtedness equipment), or any restatements, refinancings or replacements thereof on terms no less favorable as a whole to the PurchaserPurchaser than the indebtedness being restated, refinanced or replaced, as determined by Purchaser in its sole discretion, so long as any lien relating thereto shall only encumber the fixed assets so purchased or leased (and the products and proceeds thereof, insurance therefor and warranty and other contract rights related thereto) and no other assets of the Company or any of its Subsidiaries, (yD) indebtedness set forth intercompany loans and advance among the Company and its subsidiaries, (E) short-term unsecured trade obligations for the purchase of goods or services in the ordinary course, and (F) additional subordinated debt in such amounts and on SCHEDULE 6.12(e) attached hereto such subordination and made a part hereof other terms as the Purchaser may approve from time to time, and any refinancings or replacements thereof on terms no less favorable as a whole to the Purchaser than the indebtedness being refinanced or replaced, and as determined by Purchaser in its sole discretion, (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness permitted by clauses (A) through (F) being refinanced or replacedreferred to as “Permitted Indebtedness”); (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period, excluding the settlement of any account in the ordinary course, and any intercompany loans and advances among the Company and its Subsidiaries,; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except for (A) the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or business, (B) any guarantees of and indemnifications respecting indebtedness otherwise permitted to be outstanding pursuant to this clause (e), (C) guarantees by the Company or any Subsidiary of any obligation of any Subsidiary or the Company that could have been incurred directly by the guarantor without violating this Agreement or any Related Agreement, and (D) any guarantees of indebtedness set forth on Schedule 6.13(e) attached hereto and made a part hereof (the guarantees permitted by clauses (A) through (F) being referred to as “Permitted Guarantees”);
(f) Enter into any material contract (as such term is defined in Item 1.01 of Form 8-K promulgated by the SEC);
(g) Other than as set forth in the Budget, enter into any transaction in which the aggregate consideration to be paid by the Company, either individually or in the aggregate, exceeds $25,000; and
(fh) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (TRUEYOU.COM)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or and (y) distributions paid to the holders members of its Preferred Stock to the extent that it is required to do solimited liability Subsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) except for the creation of limited liability companies for the purposes of holding oil and gas properties the funding of which is not provided by the Purchaser, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the a Subsidiary Guaranty in form and substance acceptable to the Purchaser (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc), Securities Purchase Agreement (Petrol Oil & Gas Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or Subsidiaries; (y) dividends paid to the holders of its Preferred Stock Purchaser with respect to the extent that it is required to do soSeries A Preferred (as defined in the Series A Securities Purchase Agreement, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) May 28, 2008 or (iii) redeem any of its preferred stock or other equity interests; and (z) dividends payable in Common Stock of the Company with respect to preferred stock of the Company that is outstanding on the date hereof;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five ten percent (510%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (w) capitalized lease obligations of the Company and its Subsidiaries in an aggregate amount less than or equal to $600,000 at any time outstanding, (x) the Company's and its Subsidiaries' indebtedness to the PurchaserLaurus, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary organized in the United States of America (a "Domestic Subsidiary") after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Domestic Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Secured Digital Applications Inc)
Required Approvals. (I) For so long as twenty-twenty five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its the Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) Note or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of the Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries the Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its the Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; and
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not to exceed $250,000 in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assetsaggregate in any calendar year ) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of the Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 400,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, person or entity that is not a subsidiary or affiliate of the Company except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soother than Heartland Cup, Inc. ("Heartland"), (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries, other than Heartland, dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries' (other than Heartland), right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five ten percent (510%) of the fair market value of the Company's and its Subsidiaries' assets, other than the assets of Heartland)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary (other than Heartland) thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ams Health Sciences Inc)
Required Approvals. For so long as twenty-five percent (25%) of the aggregate principal amount of the Note is Original Term Notes are outstanding, the Company, without the prior written consent of the PurchaserPurchasers, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of Maturity Date (as defined in the NoteTerm Notes) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries’ right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets) whether secured or unsecured other than (x) the Company's ’s indebtedness to the PurchaserPurchasers, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Company than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Company than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Term Note Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the PurchaserPurchasers, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Corgenix Medical Corp/Co)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent or any of its wholly-owned Subsidiaries or and (y) dividends paid to the holders of its Preferred Stock Purchaser with respect to the extent that it is required to do soSeries A Preferred, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and;
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date; and
(g) with respect to the Company and each Domestic Subsidiary, make investments in, make any loans or advances to, or transfer assets to, any of its Subsidiaries organized in any jurisdiction other than the United States of America, other than any immaterial investments, loans, advances and/or asset transfers made in the ordinary course of business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Trinity Learning Corp)
Required Approvals. (I) For so long as twenty-five percent (25%) ------------------- of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(eSchedule 6.9(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fII) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the No Company, without the prior written consent of the PurchaserAgent, shall notshall, and no Company shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soCompany, (ii) issue any preferred stock equity that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock equity or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the any Company or any of their Subsidiaries dissolve, liquidate or merge with any other person or entity (unless Person without the Company is the surviving entity) other than to effect a reincorporation in the state prior written consent of DelawareAgent, which consent shall not be unreasonably withheld);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the any Company's ’s or any of its Subsidiaries their Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the any Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) Indebtedness, whether secured or unsecured unsecured, other than (xu) Indebtedness not to exceed $1,000,000 to Sxxxx Xxxxxxx and Bxxxx Xxxxxx and, provided that any payments with respect thereto shall only be made if (1) no Event of Default has occurred and is continuing prior to and after giving effect to such payment and (2) after giving effect to such payment, Companies are in compliance with the financial covenants in Section 8.23 as if such payment had been made in the fiscal period covered by such financial covenants, (v) any Company's indebtedness ’s obligations owed to the each Purchaser, (yw) indebtedness Indebtedness outstanding as of the date of this Agreement, and not required to be repaid on the Initial Closing Date, as set forth on SCHEDULE 6.12(e) Schedule 8.24 attached hereto and made a part hereof hereof, and any refinancings or replacements thereof that do not (1) increase the principal amount of such Indebtedness, (2) require additional collateral securing any such Indebtedness or (3) increase the aggregate interest rate on such Indebtedness by more than 200 bps and so long as such refinancing or replacement is otherwise on terms no less favorable to the Purchaser Purchasers than the indebtedness being Indebtedness refinanced or replaced, but without any other amendment or modification of any such Indebtedness, (x) purchase money Indebtedness and Capital Lease Obligations incurred after the date of this Agreement in an aggregate amount outstanding at any time not to exceed the lesser of (I) $250,000 or (B) three percent (3.00%) of the outstanding principal balance of the Notes, so long as (A) any lien relating thereto shall only encumber the assets purchased with the purchase money Indebtedness or subject to the capital leases and no other assets of any Company or any Guarantor, and (B) the principal amount of any such Indebtedness, when incurred, was not less than 75% nor more than 100% of the then current value of the assets purchased with the purchase money Indebtedness or subject to the capital leases, (y) insurance premium financing incurred in the ordinary course of business consistent with past practices, provided such financing is not secured by any assets other than the insurance so financed and deposits of prepayment of premiums for such insurance and such financing does not exceed $100,000 in the aggregate at any time, and (z) any debt unsecured account trade payables that are (1) entered into or incurred in connection with the purchase of assets in the ordinary course of any Company’s and any Guarantor’s business, or any refinancings or replacements thereof and (2) on terms no less favorable to that require full payment within ninety (90) days from the Purchaser than the indebtedness being refinanced date entered into or replacedincurred; (ii) cancel create, incur, assume or suffer to exist any debt owing to it in excess Liens of $50,000 in every kind and nature except (x) Liens securing the aggregate during any 12 month periodLiabilities and (y) Permitted Encumbrances; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other PersonPerson (other than any Company or any Guarantor), except the endorsement of negotiable instruments by the any Company or any Guarantor for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness Indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fiv) create make any payment or acquire distribution in respect of any Subsidiary after the date hereof unless subordinated Indebtedness of any Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; (iv) such Subsidiary is make any optional payment or prepayment on or redemption (including by making payments to a wholly-owned Subsidiary sinking fund or analogous fund) or repurchase of the Company and (ii) such Subsidiary becomes party any Indebtedness for borrowed money other than Indebtedness pursuant to the Master Security Agreement, the Stock Pledge this Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof other Indebtedness refinanced or an assumption or joinder agreement in respect thereof) and, replaced as and to the extent required permitted by this clause (e); (vi) sell, exchange, lease or otherwise dispose of any of its assets (including the Purchasersale or discount of accounts), satisfies each condition whether by sale, lease or other except (x) for the sale of this Agreement inventory in the ordinary course of business, (y) for the disposition or transfer in the ordinary course of business during any fiscal year and of obsolete and worn-out equipment no longer necessary to the operation of the business of any Company and the Related Agreements as if sale of personal property that is replaced by equivalent property; (vii) purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), (viii) suffer or enter into, or permit any Guarantor to suffer or enter into, any transaction with any affiliate of any Company or of any Guarantor, except in the ordinary course of business and pursuant to the reasonable requirements of the business of such Subsidiary were Company or such Guarantor upon fair and reasonable terms no less favorable to any Company or any Guarantor than would be obtained in a Subsidiary on the Closing Date.comparable arm’s length transaction with a Person not an affiliate of such Company or such Guarantor, or (ix) directly or indirectly make, or permit any Guarantor to make, any investment in, or any loan, dividend, capital contribution, distribution or advance to, or any acquisition of any equity or debt securities of, or to otherwise finance, any Person that is not a Guarantor (other than, with respect to this clause (ix), loans and advances to employees, directors and officers of any Company or any Guarantor for travel, entertainment, other ordinary business expenses or relocation, in an aggregate amount not to exceed at any time $100,000); and
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to dividends payable on the holders of its Company's Series A Preferred Stock to (as issued and outstanding on the extent that it is date hereof) and required to do so, (ii) issue be paid by the Company pursuant to terms of the Company's Charter or any preferred stock that is mandatorily redeemable prior to one year anniversary related certificate of Maturity Date (as defined in designation filed with the Note) or (iii) redeem any Delaware Secretary of its preferred stock or other equity interestsState;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware));
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five ten percent (510%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of controlled by the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent reasonably required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Required Approvals. For so long (a) Until such time as twenty-five percent all Obligations (25%as defined in any Security Document) of the principal amount of the Note is outstandingshall have been indefeasibly paid in full, the no Company, without the prior written consent of the PurchaserAgent, shall, or shall not, and shall not permit any of its Subsidiaries to:
(ai) (iA) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or Subsidiaries, provided, however, so long as no Event of Default (as defined in each Note) shall have occurred and be continuing, ICF shall not require the Agent’s prior written consent to the holders of its Preferred Stock pay any dividends to the extent that it is required to do soTNEC and/or any Purchaser owning ICF Common Stock, (iiB) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iiiC) redeem any of its preferred stock or other equity interests;
(bii) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the any Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, any Company or, in the case of merger not involving any Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware));
(ciii) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the any Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(div) materially alter or change the scope of the business of the any Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(ev) (iA) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the any Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x1) the any Company's indebtedness ’s obligations owed to the PurchaserCreditor Parties, (y2) indebtedness set forth on SCHEDULE 6.12(e) Schedule 6.13 attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, and (z3) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of any Company or any of its Subsidiaries; (iiB) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iiiC) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the any Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (ev); and.
(fb) No Company, without the prior written consent of the Agent, shall, nor shall any Company permit any of its Subsidiaries to create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the any Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, Agreement and the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a new agreement, a counterpart thereof of an existing agreement or an assumption or joinder agreement in respect thereofof an existing agreement) and executes and delivers to the Agent a guaranty in form and substance acceptable to Agent (which such guaranty shall be deemed to be a “Related Agreement” hereunder) and, to the extent required by the PurchaserAgent, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (True North Energy CORP)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) or create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Pledge and Security Agreement, the Stock Pledge Agreement Security Agreement, and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Jmar Technologies Inc)
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the The Company, without the prior written consent of the PurchaserAgent, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets; provided that, notwithstanding the foregoing, capitalized leases and/or financing to purchase equipment in connection with the Company’s Voice Over IP Point-of-Presence system shall be permitted to the extent not in excess of, when aggregated with all other debt incurred to finance the purchase of equipment, twenty-five percent (25%) of the fair market value of the Company’s and its Subsidiaries’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the each Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced; (ii) cancel , so long as any debt owing to it in excess lien relating thereto shall only encumber the fixed assets so purchased and no other assets of of $50,000 in the aggregate during any 12 twelve (12) month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Issuer Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and(iv) make any payment or distribution in respect of any subordinated indebtedness of the Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; and (v) except as set forth on Schedule 6.12(e), make any optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking fund or analogous fund) or repurchase of any indebtedness for borrowed money other than indebtedness pursuant to this Agreement;
(f) create purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any Subsidiary after the date hereof unless interest whatsoever in, any other Person, including any partnership or joint venture, except (ix) travel advances, (y) loans to its and its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) loans or advances to any Issuer Parties (as used herein, “Stock” means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such Subsidiary term is a whollydefined in Rule 3a11-owned Subsidiary 1 of the Company General Rules and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required Regulations promulgated by the PurchaserSEC under the Exchange Act);
(g) enter into any transaction with any employee, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.director or Affiliate,
Appears in 1 contract
Samples: Securities Purchase Agreement (Elec Communications Corp)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) Note or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries ’s, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; and
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company ; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date; provided, however, that this Section 6.12(f) shall not be applicable to any joint venture in which the Company has less than a fifty (50%) percent interest.
Appears in 1 contract
Samples: Securities Purchase Agreement (Implant Sciences Corp)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless without the Company is the surviving entity) other than to effect a reincorporation in the state prior written consent of DelawarePurchaser, which shall not unreasonably be withheld);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries ’s right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Pledged Subsidiaries (to the extent the Company shall have control over such alteration or change as a result of owning a controlling interest in the voting stock of such Pledged Subsidiary) taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' ’s assets)) whether secured or unsecured other than (xA) the Company's indebtedness ’s obligations owed to the Purchaser, (yB) intercompany indebtedness incurred in the ordinary course of business between or among the Company and its Pledged Subsidiaries; provided that, in respect of all intercompany indebtedness owing by DOC to the Company, the terms and conditions of such indebtedness relating to repayment and maturity shall be substantially similar to the terms and conditions as to repayment and maturity as set forth in the Note, (C) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any extensions, refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being extended, refinanced or replaced, (D) any indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any extensions, refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries, (E) debt expressly subordinated to the Obligations (as defined in the Master Security Agreement) incurred by the Company that, individually or in the aggregate, does not exceed $2 million in principal or face amount and is reasonably acceptable to Purchaser; and (zF) any debt assumed or incurred in connection with the purchase acquisition by the Company or its Subsidiaries of assets in all or substantially all of the ordinary course of businesscapital stock or other equity interests in, or all or substantially all of the assets of, any refinancings entity; provided the total debt assumed or replacements thereof incurred in connection with any such acquisition shall (i) be subordinated to Purchaser on terms no less favorable acceptable to Purchaser and (ii) not exceed the Purchaser than product of (x) two (2) times (y) the indebtedness being refinanced amount of the acquired entity’s or replacedbusiness unit’s total earnings before interest, taxes, depreciation, and amortization (as determined in accordance with GAAP) for the twelve (12) calendar months immediately prior to such acquisition; (ii) cancel any debt indebtedness owing to it in excess of $50,000 100,000 in the aggregate during any 12 month period, except intercompany debt between the Company and its Subsidiaries without the prior written consent of Purchaser, which consent shall not be unreasonably withheld; or (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or and (y) distributions paid to the holders members of its Preferred Stock to the extent that it is required to do solimited liability Subsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in NY483949.3 20389110047 06/07/2006 :lh 21 the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) except for the creation of limited liability companies for the purposes of holding oil and gas properties the funding of which is not provided by the Purchaser, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the a Master Security Agreement, the a Stock Pledge Agreement and the a Subsidiary Guaranty in form and substance acceptable to the Purchaser (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year the six month anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entityCompany;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) per annum of the fair market value of the Company's assets); provided that, notwithstanding the foregoing, the Company shall not be permitted to incur indebtedness in connection with any Equipment Purchase (other than indebtedness incurred pursuant to this Agreement and its Subsidiaries' assets) the Related Agreements), whether secured or unsecured unsecured, other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replacedExisting Convertible Note, and (z) any debt indebtedness incurred in connection with the purchase of assets in the ordinary course of business, or and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; or (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e)business; and
(f) create make investments in, make any loans or acquire advances to, transfer assets to, or maintain any Subsidiary after assets in, any of its Subsidiaries, other than any immaterial investments, loans, advances, assets and/or asset transfers made or maintained in the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary ordinary course of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Datebusiness.
Appears in 1 contract
Samples: Securities Purchase Agreement (RPM Technologies Inc)
Required Approvals. For so long (I) Except as twenty-five percent (25%) of the principal amount of the Note is outstandingset forth on Schedule 6.9, the Company, without the prior written consent of the PurchaserAgent, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or dividends to the holders Parent provided that at the time of its Preferred Stock the payment of any such dividend and after taking into account the effect thereof, (A) no Event of Default (as defined in each Note) or event which, with the passage of time, giving of notice or both, would become an Event of Default (as defined in each Note) has occurred or would occur and (B) the Company shall continue to have on hand not less than $300,000 in cash available for the extent that it is Company’s general working capital purposes (exclusive of any cash required by any Creditor Party to do sobe held in any restricted or cash collateral account for the benefit of any such Creditor Party), (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the each Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(eSchedule 6.9(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 twelve (12) month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fiv) make any payment or distribution in respect of any subordinated indebtedness of the Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; and (v) make any optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking fund or analogous fund) or repurchase of any indebtedness for borrowed money other than indebtedness pursuant to this Agreement; and (II) The Company, without the prior written consent of the Agent, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to (A) the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof); (B) and, a Subsidiary Guaranty in favor of the Purchasers in form and substance satisfactory to the Agent and (C) to the extent required by the PurchaserAgent, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Century Energy Corp.)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) February 8, 2009 or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt (other than uncollectible customer receivables) owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Elec Communications Corp)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or Company, any of its wholly-owned Subsidiaries or to holders of its two currently outstanding series of Preferred Stock; provided that any cash dividends paid to the holders of its the Company’s two currently outstanding series of Preferred Stock to shall not be in excess of $378,000 (plus any dividends accumulated from prior fiscal years) during any fiscal year of the extent Company; it being understood and agreed that it is required to do soas of the date hereof, the Company has no more than $270,000 of accrued and unpaid dividends from earlier in 2005, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Path 1 Network Technologies Inc)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (i) dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or and (ii) cash dividends paid to the holders of its Preferred Stock the Company's Series A preferred stock to the extent that it is required to do sonot in excess of $78,000 in the aggregate during any fiscal year of the Company, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) Note or (iii) redeem any of its preferred stock or other equity interests;
(b) Except as set forth in Schedule 6.12(b), liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (w)
(a) any indebtedness incurred for the payment of all or any part of the purchase price of any fixed asset, including indebtedness under capitalized leases, (b) any indebtedness incurred for the sole purpose of financing or refinancing all or any part of the purchase price of any fixed asset, and (c) any renewals, extensions or refinancings thereof (but not any increases in the principal amounts thereof outstanding at that time) (clauses (a), (b) and (c) collectively, "Purchase Money Indebtedness"); provided that the aggregate amount of Purchase Money Indebtedness incurred during any fiscal year of the Company shall in no event exceed $250,000, (x) the Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fII) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Windswept Environmental Group Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) January 1, 2009 or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e6.12(E) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rezconnect Technologies Inc)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Blast Energy Services, Inc.)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which (it being acknowledged by the Purchaser that the Company is and its Subsidiaries intend to use the surviving entityproceeds of the Note to effect acquisitions approved by the Purchaser, as noted in Section 6.5 hereof);
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fast Eddie Racing Stables Inc)
Required Approvals. (I) For so long as twenty-five percent ------------------- (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets; provided that, not withstanding the forgoing, capitalized leases and/or financing to purchase equipment in connection with the Company's Voice Over IP Point-of-Presence system shall be permitted to the extent not in excess of, when aggregated with all other debt incurred to finance the purchase of equipment, twenty-five percent (25%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Credit Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and;
(f) create purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any Subsidiary after the date hereof unless interest whatsoever in, any other Person, including any partnership or joint venture, except (ix) travel advances, (y) loans to its and its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) loans or advances to any Credit Parties (as used herein, "Stock" means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock, or any other "equity security" (as such Subsidiary term is a whollydefined in Rule 3a11-owned Subsidiary 1 of the Company General Rules and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required Regulations promulgated by the Purchaser, satisfies each condition of this Agreement and SEC under the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.Exchange Act);
Appears in 1 contract
Samples: Securities Purchase Agreement (Elec Communications Corp)
Required Approvals. (a) For so long as twenty-five percent (25%) of the aggregate principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(ai) (iA) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (iiB) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iiiC) redeem any of its preferred stock or other equity interests;
(bii) other than with respect to any Inactive Subsidiary, liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(ciii) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(div) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(ev) (iB) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment and trade fixtures (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x1) the Company's indebtedness ’s obligations owed to the Purchaser, (y2) indebtedness set forth on SCHEDULE 6.12(eSchedule 6.12(a)(v) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z3) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (iiB) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iiiC) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any such Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (ev); and
(fb) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary or revoke the dissolution of any Inactive Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company, the Company and shall pledge to the Purchaser all shares of stock, limited partnership interests and/or membership interests, as the cause may be, owned by the Company in such Subsidiaries pursuant to a pledge agreement substantially in the form of Exhibit F hereto (as may be amended, modified or supplemented from time to time, the “Pledge Agreement”).
(ii) such Subsidiary becomes a party to the Master Security Agreement (as defined in the Reaffirmation Agreement), the Stock Pledge Agreement and a guaranty in favor of the Purchaser substantially in the form of Exhibit E hereto (as the same may be amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty Guaranty”) (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Modtech Holdings Inc)
Required Approvals. (a) For so long as twenty-five percent (25%) of the aggregate principal amount of the Note Notes is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(ai) (iA) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (iiB) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iiiC) redeem any of its preferred stock or other equity interests;
(bii) other than with respect to any Inactive Subsidiary, liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(ciii) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(div) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(ev) (iB) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment and trade fixtures (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x1) the Company's indebtedness ’s obligations owed to the Purchaser, (y2) indebtedness set forth on SCHEDULE 6.12(eSchedule 6.12(a)(v) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z3) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (iiB) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iiiC) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any such Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (ev); and
(fb) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary or revoke the dissolution of any Inactive Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company, the Company and shall pledge to the Purchaser all shares of stock, limited partnership interests and/or membership interests, as the cause may be, owned by the Company in such Subsidiaries pursuant to a pledge agreement substantially in the form of Exhibit G hereto (as may be amended, modified or supplemented from time to time, the “Pledge Agreement”).
(ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and a guaranty in favor of the Purchaser substantially in the form of Exhibit F hereto (as the same may be amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty Guaranty”) (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Modtech Holdings Inc)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable by the holder thereof prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the PurchaserLaurus, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, and except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) with respect to the Company and each of its Subsidiaries (other than GreenMan Technologies of Iowa, Inc. ("GreenMan Iowa"), GreenMan Xxxxxxxxgies of California, Inc. ("GrexxXxx Xxlifornia") xxx xxe Immaterial Subsidiaries) transfer xxx xx xheir respective assets, or merge with or consolidate into, or maintain any assets in, make any investments in or make any loans or advances to, GreenMan Iowa, GreenMan California or any Immaterial Subsidiary, xxxxx xhan immxxxxxxx asset transfers, assets maintained, investments, loans or advances, in each case, made in the ordinary course of business.
(II) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Greenman Technologies Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent or any of its wholly-owned Subsidiaries or to and (y) in the event that the holders of its Preferred Stock the indebtedness referred to in Seection 1 of Schedule 6.12(e) convert such outstanding indebtedness into preferred equity interests of the extent that it is required Company dividends paid to do soholders of such preferred equity interests at a rate of 6% per annum (payable no more frequently than quarterly), (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;.
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' ’ assets) whether secured or unsecured other than (w) subordinated indebtedness incurred by the Company or any Subsidiary thereof not to exceed $1,250,000 in the aggregate at any time outstanding, so long as (I) the proceeds of any such indebtedness referred to in this clause (w) is used for general working capital purposes of the Company and/or its Subsidiaries and (II) the rights of any creditor with respect any such indebtedness incurred by the Company or any of its Subsidiaries pursuant to this clause (w) is subordinated to the rights of the Purchaser with respect to indebtedness incurred by the Company and its Subsidiaries under this Agreement and the Related Agreements, in each case, in a manner satisfactory to the Purchaser, (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fand(f) create or acquire any Subsidiary after the date hereof unless (x) in the case of such Subsidiaries organized in a jurisdiction located within the United States of America, (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof), (y) andin the case of such Subsidiaries organized in a jurisdiction located outside of the United States of America (to the extent any such Subsidiary will use the proceeds from the Note to acquire a resort property), (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary enters into (A) security documentation (including, without limitation, mortgages and pledge agreements) governed by such Subsidiary’s jurisdiction of organization and otherwise satisfactory to the Purchaser necessary to grant the Purchaser a perfected security interest (or the equivalent thereof) in all of the assets of such Subsidiary and (B) guaranties governed by such Subsidiary’s jurisdiction of organization and otherwise satisfactory to the Purchaser guaranteeing all of the Company’s obligations under this Agreement and the Related Agreements and (z) in each of the foregoing cases, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing DateDate (including, without limitation, the provision of opinions satisfactory to the Purchaser).
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the The Company, without the prior written consent of the PurchaserAgent, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets; provided that, notwithstanding the foregoing, capitalized leases and/or financing to purchase equipment in connection with the Company’s Voice Over IP Point-of-Presence system shall be permitted to the extent not in excess of, when aggregated with all other debt incurred to finance the purchase of equipment, twenty-five percent (25%) of the fair market value of the Company’s and its Subsidiaries’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the each Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 twelve (12) month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Issuer Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and(iv) make any payment or distribution in respect of any subordinated indebtedness of the Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; and (v) except as set forth on Schedule 6.12(e), make any optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking fund or analogous fund) or repurchase of any indebtedness for borrowed money other than indebtedness pursuant to this Agreement;
(f) create purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any Subsidiary after the date hereof unless interest whatsoever in, any other Person, including any partnership or joint venture, except (ix) travel advances, (y) loans to its and its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) loans or advances to any Issuer Parties (as used herein, “Stock” means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such Subsidiary term is a whollydefined in Rule 3a11-owned Subsidiary 1 of the Company General Rules and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required Regulations promulgated by the Purchaser, satisfies each condition of this Agreement and SEC under the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.Exchange Act);
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interestssubsidiaries;
(b) liquidate, dissolve or effect a material reorganization (it being understood provided, however, that in no event shall the Company dissolve, liquidate may merge or merge with any other person or entity (unless effect a material reorganization if the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware;
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiary's right to perform the provisions of this Agreement, any other Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five ten percent (510%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e6.12(D) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Company than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of businessassets, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Company than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 500,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness of the Company's subsidiaries or otherwise permitted to be outstanding pursuant to this clause (ed); and
(fe) create or acquire any Subsidiary subsidiary after the date hereof unless (i) such Subsidiary subsidiary is a wholly-owned Subsidiary subsidiary of the Company and or (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the other Related Agreements as if such Subsidiary were subsidiary was a Subsidiary subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bos Better Online Solutions LTD)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) Except with regard to JSI Microelectronics, Inc., liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Jmar Technologies Inc)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) Note or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries ’s, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; and
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company ; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date, provided, however, unless Purchaser consent is otherwise required under any Related Agreement, the Company or any of its Subsidiaries may enter into joint venture or similar arrangements if the Company or any of its Subsidiaries owns, directly or indirectly, less than fifty percent (50%) of the securities entitled to vote or control such resulting joint venture or similar entity.
Appears in 1 contract
Samples: Securities Purchase Agreement (Implant Sciences Corp)
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the The Company, without the prior written consent of the PurchaserAgent, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or dividends otherwise permitted to be paid, if any, on the holders of its Company's Series A Preferred Stock to the extent that it is required to do soStock, , (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the each Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e) the Supplemental Schedule AND attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 twelve (12) month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); (iv) make any payment or distribution in respect of any subordinated indebtedness of the Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; and (v) make any optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking fund or analogous fund) or repurchase of any indebtedness for borrowed money other than indebtedness pursuant to this Agreement; and
(fII) The Company, without the prior written consent of the Agent, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to (A) the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty Intellectual Property Security Agreement (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof); (B) and, a Subsidiary Guaranty in favor of the Purchasers in form and substance satisfactory to the Agent and (c) to the extent required by the PurchaserAgent, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%) of the initial principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily mandatorially redeemable prior to one year the six month anniversary of the Maturity Date (as defined in the Note) or (iii) without the prior written consent of the Purchaser (such consent not to be unreasonably withheld) redeem any of its preferred stock or other equity interests;
(b) (i) liquidate, (ii) dissolve or (iii) effect a material reorganization which materially changes the focus or scope of the Company's and/or such Subsidiaries' business operations (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the PurchaserLaurus, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Company and the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e)) or (iv) without the consent of the Purchaser, after the date hereof, draw down under that certain Investment Agreement dated August 5, 2003 by 20 and between the Company and Dutchess Private Equities Fund, L.P. (as amended, modified or supplemented from time to time) in an aggregate amount in excess of $350,000; and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is becomes a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Locateplus Holdings Corp)
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the The Company, without the prior written consent of the PurchaserPurchasers holding, in the aggregate, at least a majority of the then-outstanding principal amount of the Notes, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividendscash dividend or distribution on, any securities of the Company, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iii) directly or indirectly redeem redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate become a party to any merger or merge with consolidation, or agree to or effect any asset acquisition or stock, membership interest or membership unit or partnership interest acquisition other person or entity than (unless i) a merger of a Subsidiary of the Company is into the surviving entityCompany provided that the Company survives as the sole remaining entity or (ii) other than to effect a reincorporation in the state of DelawarePermitted Acquisition;
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) Indebtedness whether secured or unsecured other than (x1) the Company's indebtedness ’s obligations owed to the each Purchaser, (y2) indebtedness Indebtedness set forth on SCHEDULE 6.12(eSchedule 6.5(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness Indebtedness being refinanced or replaced, and (z3) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments Indebtedness secured by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.Permitted Encumbrances;
Appears in 1 contract
Samples: Securities Purchase Agreement (Healthcare Corp of America)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets; provided that, not withstanding the forgoing, capitalized leases and/or financing to purchase equipment in connection with the Company's Voice Over IP Point-to-Presence system shall be permitted to the extent not in excess of, when aggregated with all other debt incurred to finance the purchase of equipment, twenty-five percent (25%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, replaced so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt (other than uncollectible customer receivables) owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Elec Communications Corp)
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the The Company, without the prior written consent of the PurchaserAgent, shall not, and shall not permit any of its Subsidiaries Guarantor to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or cash distribution on any class of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soequity securities, (ii) issue any preferred stock equity that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iii) redeem any of its preferred stock or other equity interests; provided, that the Guarantors may make dividends to the Company and dividends to other Guarantors not prohibited by clause (e)(ix) of this Section 8.21 and the Company may declare and pay the regular monthly cash dividend associated with its 10% Series C Cumulative Preferred Stock as in effect on the date of this Agreement (the “Dividend”), provided that at the time of such payment (a) no Event of Default has occurred or with the giving of notice or the passage of time, or both, would occur; and (b) the payment of the Dividend would not cause the Company fail to comply with any of the financial covenants set forth in Section 8.20;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any Guarantor dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of DelawarePerson);
(c) become subject to (including, without limitation, including by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries’ right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) Indebtedness, whether secured or unsecured unsecured, other than (xv) the Company's indebtedness ’s obligations owed to the each Purchaser, (yw) indebtedness Indebtedness outstanding as of the date of this Agreement, and not required to be repaid on the Initial Closing Date, as set forth on SCHEDULE 6.12(e) Schedule 8.21 attached hereto and made a part hereof hereof, and any refinancings or replacements thereof that do not (1) increase the principal amount of such Indebtedness, (2) require additional collateral securing any such Indebtedness or (3) increase the aggregate interest rate on such Indebtedness by more than 200 bps and so long as such refinancing or replacement is otherwise on terms no less favorable to the Purchaser Purchasers than the indebtedness being Indebtedness refinanced or replaced, but without any other amendment or modification of any such Indebtedness, (x) purchase money Indebtedness and Capital Lease Obligations incurred after the date of this Agreement in an aggregate amount not to exceed $1,000,000 outstanding at any time, so long as (A) any lien relating thereto shall only encumber the assets purchased with the purchase money Indebtedness or subject to the capital leases and no other assets of the Company or any Guarantor, and (B) the principal amount of any such Indebtedness, when incurred, was not less than 75% nor more than 100% of the then current value of the assets purchased with the purchase money Indebtedness or subject to the capital leases, (y) insurance premium financing incurred in the ordinary course of business consistent with past practices, provided such financing is not secured by any assets other than the insurance so financed and deposits of prepayment of premiums for such insurance and such financing does not exceed $400,000 in the aggregate at any time, and (z) any debt unsecured account trade payables that are (1) entered into or incurred in connection with the purchase of assets in the ordinary course of the Company’s and the Guarantors’ business, or any refinancings or replacements thereof and (2) on terms no less favorable that require full payment within ninety (90) days from the date entered into or incurred, so long as at any time the aggregate amount unpaid in excess of ninety (90) days from the date entered into or incurred is not in excess of $5,500,000 at any time prior to the Purchaser than the indebtedness being refinanced December 1, 2015, is not in excess of $3,000,000 at any time after on or replacedafter December 1, 2015 and prior to March 1, 2016 and is not in excess of $1,000,000 at any time on or after March 1, 2016; (ii) cancel create, incur, assume or suffer to exist any debt owing to it in excess Liens of $50,000 in every kind and nature except (x) Liens securing the aggregate during any 12 month periodLiabilities and (y) Permitted Encumbrances; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other PersonPerson (other than the Company or any of the Guarantors), except the endorsement of negotiable instruments by the Company or any Guarantor for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness Indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fiv) create make any payment or acquire distribution in respect of any Subsidiary after subordinated Indebtedness of the date hereof unless Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; (iv) such Subsidiary is make any optional payment or prepayment on or redemption (including by making payments to a whollysinking fund or analogous fund) or repurchase of any Indebtedness for borrowed money other than Indebtedness pursuant to this Agreement and other Indebtedness refinanced or replaced as and to the extent permitted by this clause (e); (vi) sell, exchange, lease or otherwise dispose of any of its assets (including the sale or discount of accounts), whether by sale, lease or other except (x) for the sale of inventory in the ordinary course of business, (y) for the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-owned Subsidiary out equipment no longer necessary to the operation of the business of the Company and the sale of personal property that is replaced by equivalent property, and (iiz) for the sale of assets and property used solely in the Company’s and its Subsidiaries’ Oklahoma operations; (vii) purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials, equipment, Real Property (subject to compliance with Section 8.29) and intellectual property in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), (viii) suffer or enter into, or permit any Guarantor to suffer or enter into, any transaction with any affiliate (including any Excluded Subsidiary) of the Company or of any such Subsidiary becomes party Guarantor, except in the ordinary course of business and pursuant to the Master Security Agreement, reasonable requirements of the Stock Pledge Agreement business of the Company or such Guarantor upon fair and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, reasonable terms no less favorable to the extent required Company or such Guarantor than would be obtained in a comparable arm’s length transaction with a Person not an affiliate of the Borrower or such Guarantor, or (ix) directly or indirectly make, or permit any Guarantor to make, any investment in, or any loan, dividend, capital contribution, distribution or advance to, or any acquisition of any equity or debt securities of, or to otherwise finance, any Person that is not a Guarantor (other than, with respect to this clause (ix), (I) loans and advances to employees, directors and officers of the Company or a Guarantor for travel, entertainment, other ordinary business expenses or relocation, in an aggregate amount not to exceed at any time $100,000, (II) up to $60,000 in the aggregate from the Company to GreenHunter Hydrocarbons, LLC (“GHH”) for office lease payments and (III) up to $800,000 in the aggregate from the Company to GHH from proceeds of an Equity Raise (as defined in the Notes) by the Purchaser, satisfies each condition Company for the repayment or settlement of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.pipeline engineering related expense of GHH); and
Appears in 1 contract
Samples: Note Purchase Agreement (GreenHunter Resources, Inc.)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent or any of its wholly-owned Subsidiaries or and (y) distributions paid to the holders members of its Preferred Stock to the extent that it is required to do solimited liability company Subsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to that date which is one year anniversary following the maturity date of Maturity Date (as defined in the Note) Note or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) except for the creation of limited liability companies for the purposes of holding oil and gas properties the funding with respect to which is not provided by the purchaser, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc)
Required Approvals. (I) For so long as twenty-twenty five percent (25%) of the aggregate principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; and/or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Micro Component Technology Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or and (y) distributions paid to the holders members of its Preferred Stock to the extent that it is required to do solimited liability Subsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, liquidate or dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five ten percent (510%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 150,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Apogee Technology Inc)
Required Approvals. For so long as at least twenty-five percent (25%) of the original aggregate principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year the sixth month anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;
whole; (e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.;
Appears in 1 contract
Samples: Securities Purchase Agreement (Conversion Services International Inc)
Required Approvals. (a) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(ai) (iA) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (iiB) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iiiC) redeem any of its preferred stock or other equity interests;
(bii) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(ciii) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(div) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(ev) (iA) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of twenty-five percent (525%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x1) the Company's indebtedness obligations owed to the Purchaser, (y2) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z3) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (iiB) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 twelve (12) month period; (iiiC) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (ev); and
(fb) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, Agreement (as defined in the Stock Pledge Agreement Reaffirmation) and a customary guaranty in favor of Purchaser of the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) Company's obligations hereunder and under the Related Agreements and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (RPM Technologies Inc)
Required Approvals. For so long Except as twenty-five percent (25%) of the principal amount of the Note is outstandingset forth on SCHEDULE 6.9, the no Company, without the prior written consent of the Purchaser, shall, nor shall not, and shall not it permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid by Carneros to Holdings on the Parent or any Closing Date for the sole purpose of its wholly-owned Subsidiaries or to funding a portion of the holders of its Preferred Stock to the extent that it is purchase price required to do soconsummate the transactions contemplated by the Stock Purchase Agreement, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the any Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, any Company or, in the case of merger not involving any Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware));
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the any Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the any Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the any Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the any Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e) Schedule 6.9 attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of any Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the any Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); andand/or
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the any Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the a Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Energy Resources LTD)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) Subject to Section [6.13] hereof, (i) directly or indirectly declare or pay any dividends, other than dividends paid in stock or dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which (it being acknowledged by the Purchaser that the Company is and its Subsidiaries intend to use the surviving entityproceeds of the Note to effect acquisitions approved by the Purchaser, as noted in Section 6.5 hereof);
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and replacednad (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiares; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company or any Credit Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create Purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any Subsidiary after the date hereof unless interest whatsoever in, any other Person, including any partnership or joint venture, except (ix) travel advances, (y) loans to its and its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) Stock of, or loans or advances to, any Credit Parties (as used herein, "Stock" means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other "equity security (as such Subsidiary term is a whollydefined in Rule 3a11-owned Subsidiary 1 of the Company General Rules and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required Regulations promulgated by the Purchaser, satisfies each condition SEC under the Securities Exchange Act of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.1934);
Appears in 1 contract
Samples: Securities Purchase Agreement (National Investment Managers Inc.)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable by the holder thereof prior to the one year anniversary of the Maturity Date (as defined in the Note) Date, or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (w) indebtedness of the Company to the extent subordinated in full to the obligations owed or owing to the Purchaser now or in the future, such subordination to be in form substantially similar to the provisions of the Subordination Agreement or otherwise in form and substance satisfactory to Purchaser in its sole discretion; provided that the Company shall at no time have secured indebtedness outstanding pursuant to this clause (w) in excess of $2,000,000, (x) the Company's indebtedness to the PurchaserLaurus, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; or (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Datalogic International Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year the six month anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any other Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the PurchaserLaurus, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Xstream Beverage Group Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless without the Company is the surviving entity) other than to effect a reincorporation in the state prior written consent of DelawareLaurus, which shall not unreasonably be withheld;
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries ’s right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Pledged Subsidiaries (to the extent the Company shall have control over such alteration or change as a result of owning a controlling interest in the voting stock of such Pledged Subsidiary) taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' ’s assets)) whether secured or unsecured other than (xA) the Company's indebtedness ’s obligations owed to the Purchaser, (yB) intercompany indebtedness incurred in the ordinary course of business between or among the Company and its Pledged Subsidiaries, (C) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any extensions, refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being extended, refinanced or replaced, (D) any indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any extensions, refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries, (E) debt expressly subordinated to the Obligations (as defined in the Master Security Agreement) incurred by the Company that, individually or in the aggregate, does not exceed $2 million in principal or face amount and is reasonably acceptable to Laurus; and (zF) any debt assumed or incurred in connection with the purchase acquisition by the Company or its Subsidiaries of assets in all or substantially all of the ordinary course of businesscapital stock or other equity interests in, or all or substantially all of the assets of, any refinancings entity; provided the total debt assumed or replacements thereof incurred in connection with any such acquisition shall (i) be subordinated to Purchaser on terms no less favorable acceptable to Laurus and (ii) not exceed the Purchaser than product of (x) two (2) times (y) the indebtedness being refinanced amount of the acquired entity's or replacedbusiness unit's total earnings before interest, taxes, depreciation, and amortization (as determined in accordance with GAAP) for the twelve (12) calendar months immediately prior to such acquisition; (ii) cancel any debt indebtedness owing to it in excess of $50,000 100,000 in the aggregate during any 12 month period, except intercompany debt between the Company and its Subsidiaries without the prior written consent of Purchaser, which consent shall not be unreasonably withheld; or (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)
Required Approvals. For so long as twenty-five percent (25%I) of the principal amount of the Note is outstanding, the Neither Company, without the prior written consent of the PurchaserAgent, shall notshall, and no Company shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soeither Company, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the each Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the either Company or any of their Subsidiaries dissolve, liquidate or merge with any other person or entity (unless without the Company is prior written consent of the surviving entity) other than to effect a reincorporation in the state of DelawareAgent, which consent shall not be unreasonably withheld);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the either Company's ’s or any of its Subsidiaries their Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the either Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the any Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (xA) the any Company's ’s indebtedness owed to the each Purchaser, ; (yB) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any extensions, refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being extended, refinanced or replaced, (C) intercompany indebtedness owing from one Company to the other Company; provided, that: (1) each Company shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to Agent; (2) the obligations of each Company under any such Intercompany Notes shall be subordinated to the Obligations of such Company hereunder in a manner reasonably satisfactory to Agent; (3) at the time any such intercompany loan or advance is made by any Company to any other Company and after giving effect thereto, each such Company shall be Solvent; and (z4) no Event of Default would occur after giving effect to any such proposed intercompany loan; (D) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Purchasers than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of either Company or any of their Subsidiaries and (E) indebtedness expressly subordinated to the Obligations (as defined in the Master Security Agreement) incurred by either Company that, individually or in the aggregate, does not exceed $250,000 in principal or face amount and is reasonably acceptable to Purchaser; (ii) cancel any debt indebtedness owing to it in excess of $50,000 100,000 in the aggregate during any 12 twelve (12) month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the either Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); (iv) make any payment or distribution in respect of any subordinated indebtedness of either Company or its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; and (v) make any optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking fund or analogous fund) or repurchase of any indebtedness for borrowed money other than indebtedness pursuant to this Agreement; and
(fII) Neither Company, without the prior written consent of the Agent, shall, nor shall either Company permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the either Company and (ii) such Subsidiary becomes a party to (A) the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty IP Security Agreement (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof); (B) and, a guaranty in favor of the Purchasers in form and substance satisfactory to the Agent and (c) to the extent required by the PurchaserAgent, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of twenty-five percent (525%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 twelve (12) month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fII) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and a customary guaranty in favor of Purchaser of the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) Company's obligations hereunder and under the Related Agreements and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (RPM Technologies Inc)
Required Approvals. For so long as twenty-five percent (25%) of the initial principal amount of the Note is outstanding, the Company, without the prior written consent of the PurchaserPurchaser (which shall not be unreasonably withheld, delayed or conditioned), shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;interests (other than pursuant to certain ongoing dissenters’ rights matters in the state of Florida in connection with the restructuring of certain debt into equity in November 2003); Acceris Communications Confidential Materials October 14, 2004
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge merger with any other person or entity other than the Company or a Subsidiary, provided that the Company and its Subsidiaries may engage in any such transaction (unless i) where the Company is the surviving entityentity or (ii) other than to effect that does not materially reduce the assets of the Company and its Subsidiaries on a reincorporation in the state of Delawareconsolidated basis;
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter engage primarily in any business other than the telecommunications and technology business or change any other business not approved in advance by the scope Board of Directors of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entityCompany;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) the amounts permitted pursuant to the terms of the fair market value of the Company's and its Subsidiaries' assetsSenior Debt) whether secured or unsecured other than (xu) the Company's ’s indebtedness to the Purchaser, (yv) the Senior Debt, (w) any other indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto hereto, (x) any debt that is subordinate to the Obligations and made in connection with which a part hereof subordination agreement in form and any refinancings or replacements thereof on terms no less favorable substance reasonably satisfactory to the Purchaser than is in effect therewith, (y) debt incurred in connection with certain business development loans from the indebtedness being refinanced or replaced, State of Pennsylvania (not in excess of $6,000,000 in principal outstanding at any time) and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser Company than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 12-month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company or its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary that is a wholly-owned Subsidiary of the Company and (ii) such an operating Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Acceris Communications Inc)
Required Approvals. For so long as twenty-five percent (25%) of ------------------- the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent parent of the Company, the Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries' right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and;
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date; and
(g) transfer or assign in any manner whatsoever any of its assets to any person or entity, including without limitation any subsidiary created after the date hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Century Energy Corp.)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, Purchaser shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the PurchaserPurchaser and any refinancing thereof, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); notwithstanding anything to the contrary in this Section 6.12(e), the consent of Purchaser shall not be required in order for Company to replace or refinance the Note through use of a third party lender, provided that: (i) at least seven (7) days prior to such transaction, the Company has given written notice to Purchaser of such refinancing or replacement of the Note; and (ii) upon the consummation of such transaction, the Company pays to Purchaser the Redemption Amount set forth in Section 2.3 of the Note; and
(fII) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soother Credit Party, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year the earlier to occur of (x) the six month anniversary of the Maturity Date (as defined in the Note) and (y) the date upon which all Obligations (as defined in the Master Security Agreement) of the Company and its Subsidiaries (as defined in the Master Security Agreement) arising under this Agreement and/or the Related Agreements shall have been indefeasibly satisfied in full or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such other Credit Party or, if no Credit Party is involved, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope nature of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which away from the Company is biotechnology industry as reasonably determined by the surviving entity;Purchaser; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (xw) the Company's indebtedness ’s obligations owed to the Purchaser, (yx) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (zy) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries and (z) indebtedness evidenced by the New Market Transaction Documents; provided that such New Market Transaction Documents are reasonably satisfactory to the Purchaser; provided further that such indebtedness evidenced in such New Market Transaction Documents shall be unsecured and expressly subordinated in right of payment to the indebtedness owed by the Company and its Subsidiaries to the Purchaser; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Credit Party for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and;
(f) create purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any Subsidiary after the date hereof unless interest whatsoever in, any other Person, including any partnership or joint venture, except (ix) travel advances, (y) loans to its and its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) loans or advances to any Credit Parties (as used herein, “Stock” means all certificated and uncertificated shares, options, warrants, membership interests, general or limited partnership interests, participation or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such Subsidiary term is a whollydefined in Rule 3a11-owned Subsidiary 1 of the Company General Rules and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required Regulations promulgated by the Purchaser, satisfies each condition SEC under the Securities Exchange Act of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.1934));
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Biovest International Inc)
Required Approvals. (I) For so long as twenty-five fifty percent (2550%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the PurchaserPurchaser which consent shall not be unreasonably withheld, conditioned or delayed, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries Subsidiaries, or on any preferred stock issued by the Company to Carter Fortune on or after the holders of its Preferred Stock to the extent that it is required to do sodate hereof, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole (except through the acquisition of other than companies completed in connection with an acquisition after which the Company is ordinary course of the surviving entity;Company's business); or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets)) whether secured or unsecured other than (x) the Company's indebtedness obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms (in the aggregate) no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of stock or assets (other than equipment) in the ordinary course of businessbusiness (including, but not limited to, the acquisition of other companies), or any refinancings or replacements thereof on terms (in the aggregate) no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) other than in the ordinary course of business, cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.;
Appears in 1 contract
Samples: Securities Purchase Agreement (Fortune Diversified Industries Inc)
Required Approvals. (I) For so long as twenty-five percent (25%) of the principal amount of any of the Note Notes is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in either of the NoteNotes) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company or any of its Subsidiaries dissolve, liquidate or merge with any other person or entity (unless unless, in the case of such a merger, the Company or, in the case of merger not involving the Company, such Subsidiary, as applicable, is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries Subsidiaries, right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;whole; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets)) whether secured or unsecured other than (x) the Company's indebtedness ’s obligations owed to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets (other than equipment) in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, so long as any lien relating thereto shall only encumber the fixed assets so purchased and no other assets of the Company or any of its Subsidiaries; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Personperson or entity, except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(fII) The Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes a party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%) of the original principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or paid by any of its direct or indirect wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soparent, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;.
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless (i) the Company is the surviving entityentity or (ii) other than pursuant to effect a reincorporation transaction consummated for the sole purpose of reincorporating the Company or a wholly-owned Subsidiary of the Company organized in the state United States under the laws of Delawarea different United States jurisdiction);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's ’s or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's ’s and its Subsidiaries' ’ assets) whether secured or unsecured other than (w) unsecured indebtedness not to exceed an aggregate principal amount outstanding of $200,000, (x) the Company's ’s indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets or equipment in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other PersonPerson other than, solely in the case of the Company or a Subsidiary of the Company which is party to the Subsidiaries Guaranty, the Company or another Subsidiary (in the case of a Subsidiary) or a Subsidiary (in the case of the Company), except the endorsement of negotiable instruments by the Company or any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Coach Industries Group Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;; and
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entity;Company.
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness debt being refinanced or replaced, and (z) any debt indebtedness incurred in connection with the purchase of assets in the ordinary course of business, or and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Datebusiness.
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' ’ assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstandingoutstanding and the Warrants are exercisable, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries the Subsidiary to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soCompany, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to the one year anniversary of Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries the Subsidiary's right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries the Subsidiary taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' the Subsidiary's assets) whether secured or unsecured other than (w) up to $5,000,000 principal amount of unsecured subordinated indebtedness subject to terms, conditions and documentation satisfactory to the Purchaser, (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) ), executes such other documentation satisfactory to the Purchaser and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
(g) Except for a registration statement filed on behalf of the Purchaser, the Company will not file any registration statements or amend any already filed registration statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Purchaser until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the public resale of the Shares and Warrant Shares for six (6) months, or (ii) until all the Shares have been resold or transferred by the Purchaser pursuant to the Registration Statement, or Rule 144, without regard to volume limitations ("EXCLUSION PERIOD"). The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.
Appears in 1 contract
Samples: Securities Purchase Agreement (Perfisans Holdings Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable prior to one year anniversary of Maturity Date (as defined in the Note) February 11, 2009 or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) except as contemplated pursuant to any strategic acquisitions, materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company (other than in respect of SMEI which shall be at least 80% owned by the Company upon consummation of the Acquisition), and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
(g) (i) make investments in, make any loans or advances to, or transfer assets to, any of the Non-Wholly Owned Subsidiaries or (ii) permit any Subsidiary to make investments in, make any loans or advances to, or transfer assets to, any of the Non-Wholly Owned Subsidiaries, other than, in the case of each of the foregoing clauses (i) and (ii), immaterial investments, loans, advances and/or asset transfers made in the ordinary course of business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Science Dynamics Corp)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do soSubsidiaries, (ii) issue any preferred stock that is mandatorily manditorily redeemable by the holder thereof prior to the one year anniversary of the Maturity Date (as defined in the Note) or (iii) redeem any of its preferred stock or other equity interests;
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than to effect a reincorporation in the state of Delaware);
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entitywhole;
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in excess of five percent (5%) per annum of the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than (x) the Company's indebtedness to the PurchaserLaurus, (y) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the purchase of assets in the ordinary course of business, or any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, and except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e); and;
(f) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date; and
(g) with respect to the Company and each of its Subsidiaries (other than GreenMan Technologies of Iowa, Inc. ("GreenMan Iowa"), GreenMan Xxxxxxxxgies of California, Inc. ("GrexxXxx Xxlifornia") xxx xxe Immaterial Subsidiaries) transfer xxx xx xheir respective assets, or merge with or consolidate into, or maintain any assets in, make any investments in or make any loans or advances to, GreenMan Iowa, GreenMan California or any Immaterial Subsidiary, xxxxx xhan immxxxxxxx asset transfers, assets maintained, investments, loans or advances, in each case, made in the ordinary course of business.
Appears in 1 contract
Samples: Securities Purchase Agreement (Greenman Technologies Inc)
Required Approvals. For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:
(a) (i) directly or indirectly declare or pay any dividends, other than (x) dividends paid to the Parent Company or any of its wholly-owned Subsidiaries or to the holders of its Preferred Stock to the extent that it is required to do so, (ii) issue any preferred stock that is mandatorily redeemable prior to one year anniversary of the Maturity Date (as defined in the Note) (other than pursuant to the Company's existing Rights Plan) or (iii) redeem any of its preferred stock or other equity interestsinterests (other than pursuant to the Company's existing Rights Plan);
(b) liquidate, dissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, liquidate or merge with any other person or entity (unless the Company is the surviving entity) other than or (ii) if the Company is not the surviving entity, (A) the successor entity is solvent and agrees to effect a reincorporation in assume all of the state obligations of Delawarethe Company under this Agreement and the Related Agreements or (B) the consideration per share of the Company's Common Stock exceed the then effective Fixed Conversion Price;
(c) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under any circumstances) restrict the Company's or any of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or therebyRelated Agreements;
(d) materially alter or change the scope of the business of the Company and its Subsidiaries taken as a whole other than in connection with an acquisition after which the Company is the surviving entityCompany;
(e) (i) create, incur, assume or suffer to exist any indebtedness indebtedness, other than (exclusive of A) trade debt and arising in the ordinary course of business, (B) debt incurred to finance the purchase of inventory and equipment (not in excess of five percent $1,500,000 in the aggregate for any twelve (5%12) of month period, (C) any subordinated unsecured indebtedness less than $5,000,000 in the fair market value of the Company's and its Subsidiaries' assets) whether secured or unsecured other than aggregate, (xD) the Company's indebtedness to the Purchaser, (yE) indebtedness set forth on SCHEDULE Schedule 6.12(e) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness debt being refinanced or replaced, and (zF) any debt indebtedness incurred in connection with the purchase of assets in the ordinary course of business, or and any refinancings or replacements thereof on terms no less favorable to the Purchaser than the indebtedness being refinanced or replaced; and (G) any unsecured or unsecured indebtedness expressly subordinated (on such terms as shall be satisfactory to the Purchaser in its reasonable discretion) to the indebtedness owed by the Company to the Purchaser that is incurred in connection with (1) the acquisition of another company, (2) a product launch for the Company's products, (3) research and development of any new Company products and (4) research projects that focus on the science of the Company's existing products; (ii) cancel any debt indebtedness owing to it in excess of $50,000 in the aggregate during any 12 month period; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except the endorsement of negotiable instruments by the Company for deposit or collection or similar transactions in the ordinary course of business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (e)business; and
(f) create make investments in, make any loans or acquire advances to, or transfer assets to, any Subsidiary after of its Subsidiaries, other than any immaterial investments, loans, advances and/or asset transfers made in the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary ordinary course of business, provided however, that the Company shall not be restricted from winding up and (ii) such Subsidiary becomes party to the Master Security Agreement, the Stock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the extent required by the Purchaser, satisfies each condition of this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.dissolving inactive Subsidiaries..
Appears in 1 contract
Samples: Securities Purchase Agreement (Cardiogenesis Corp /Ca)
