Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partners, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and as set forth on Schedule 9(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible Subsidiary’s right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xii) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000.
Appears in 1 contract
Samples: Security and Purchase Agreement (Thomas Equipment, Inc.)
Required Approvals. It shall not, and shall not permit any of its Domestic Subsidiaries to, without the prior written consent of Federal Partnersthe Agent, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners the Creditor Parties and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Person, except the endorsement of negotiable instruments by Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (xw) travel advances, (yx) loans to Company’s its and each Eligible Subsidiaries its Domestic Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, (y) intercompany loans to its existing Domestic Subsidiaries so long as such Domestic Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and security documentation required by the Agent, including, without limitation, to grant to the Agent a first priority perfected security interest in substantially all of such Domestic Subsidiary’s assets to secure the Obligations, and (z) intercompany loans to its Foreign Subsidiaries in an amount not to exceed $6,000,000 in the aggregate at any Eligible time outstanding; provided, that: (1) the amount of Loan proceeds that the Companies may utilize to make such intercompany loans shall not exceed $4,000,000 in the aggregate during the Term, of which only $2,000,000 in the aggregate during the Term may be utilized to make intercompany loans to Foreign Subsidiaries located in South America, (2) each Foreign Subsidiary shall have executed and delivered to the applicable Company, on the Closing Date, a demand note (collectively, the “Intercompany Notes”) to evidence any such intercompany indebtedness owing at any time by such Foreign Subsidiary to such Company which Intercompany Notes shall be substantially in the form attached hereto as Exhibit D and shall be pledged and delivered to the Agent as additional collateral security for the Obligations, (3) each Company shall record all intercompany transactions on its books and records in a manner satisfactory to the Agent, (4) at the time any such intercompany loan or advance is made by any Company to any Foreign Subsidiary and Txxxxx Canadaafter giving effect thereto, each such Company shall be Solvent and (5) no Default or Event of Default would occur and be continuing after giving effect to any such proposed intercompany loan; (viivi) create or permit to exist any Domestic Subsidiary, other than any Domestic Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Domestic Subsidiary is a wholly-owned Domestic Subsidiary and is designated by Federal Partners the Agent as either a co-borrower or guarantor hereunder and such Domestic Subsidiary shall have entered into all such documentation required by Federal Partnersthe Agent, including, without limitation, to grant to the Agent a first priority perfected security interest in substantially all of such Domestic Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus the Agent and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus the Agent and in the ordinary course of business) except to make scheduled payments of principal and interest thereofas expressly permitted by the applicable Subordination Agreement; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners the Agent copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners the Agent with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Domestic Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners the Agent except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the ordinary course of business and (3) the disposition or transfer in the ordinary course of business during any fiscal year of Equipment and/or motor vehicles having an aggregate fair market value of all Permitted Asset Sales during not more than $25,000 and only to the extent that (x) the proceeds of any fiscal year shall not exceed $100,000such disposition are used to acquire replacement Equipment and/or motor vehicles which are subject to the Agent’s first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to the Agent to be held as cash collateral for the Obligations; (xv) make any payment or distribution in respect of any subordinated indebtedness of any Company or any of its Domestic Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; or (xvi) 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 the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock, other than dividends paid to the Company, any of its wholly-owned subsidiaries or to the holders of its two currently outstanding series of Preferred Stock; provided that any cash dividends paid to the holders of the Company’s two currently outstanding series of Preferred Stock shall not be in excess of $378,000 in aggregate (plus any dividends accumulated from prior fiscal years) for any fiscal year of the Company; it being understood and agreed that as of the date of hereof, the Company has no more than $270,000 of accrued unpaid dividends from earlier in 2005, or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (Path 1 Network Technologies Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s 's and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s 's and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canadaexisting Subsidiaries of Company; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectivelySubsidiaries, except in the “Permitted Asset Sales”); provided, the aggregate fair market value ordinary course of all Permitted Asset Sales during any fiscal year shall not exceed $100,000business consistent with past practice.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partners, Laurus (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 75,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary its Subsidiaries' S tock outstanding on the date hereof, other than as set forth in that certain Certificate of Designation with respect to the 8% cumulative convertible preferred stock dated February 28, 2006 (the "Certificate of Designation") and attached hereto as Exhibit C, or issue any shares of preferred stockstock of any class other than as set forth in the Certificate of Designation ; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than venture, except for loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and security documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Subsidiaries Obligations, and except for loans and advances up to $500,000 in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) belowordinary course of business to foreign or domestic Subsidiaries, partnerships or joint ventures; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations, except for loans and advances up to $500,000 in the ordinary course of business to foreign or domestic Subsidiaries, partnerships or joint ventures; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus La urus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) become subject to (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would (under unde r any circumstances) restrict the Company’s its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except exxxxt the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (xv) the proceeds of any such disposition are used to acquire replacement E quipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations; or (xvi) make, or permit any of its Subsidiaries which are Credit Parties to (1) make, any investments in, or any loans or advances to, any Subsidiary of the Company which is a Non-Credit Party, other than, so long as no Event of Default has occurred and is continuing, immaterial investments, loans and/or advances made in the ordinary course of business or (2) transfer, or permit any of its Subsidiaries to transfer, assets to any Subsidiary of the Company which is a Non-Credit Party, other than, so long as no Event of Default has occurred and is continuing, immaterial asset transfers made in the ordinary course of business.
Appears in 1 contract
Samples: Security Agreement (Gse Systems Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than (x) operating leases to the extent constituting indebtedness, (y) Purchase Money Indebtedness not to exceed $50,000 in the aggregate principal amount outstanding at any time for the purchase of vehicles which indebtedness may be secured solely by Purchase Money Liens, (z) each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and Laurus, (xx) as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereofhereof and (yy) indebtedness in addition to the other indebtedness permitted in this clause (i) not to exceed $50,000 in aggregate principal amount outstanding at any time, so long as such indebtedness referred to in this clause (yy) is either (I) unsecured or (II) subject to a security interest subordinated to the security interest of Laurus with respect to the Obligations, on terms and conditions satisfactory to Laurus; (ii) cancel any debt owing to it in excess of $100,000 200,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereofthereof into Stock as described on Schedule 12(c); (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition or transfer in excess of $100,00050,000 in any fiscal year of the Parent are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (Miscor Group, Ltd.)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partnersthe Agent, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners the Creditor Parties and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Person, except the endorsement of negotiable instruments by Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (xA) travel advances, (yB) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,00025,000, and (zC) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by the Agent, including, without limitation, to grant to the Agent a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners the Agent as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partnersthe Agent, including, without limitation, to grant to the Agent a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus the Agent and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus the Agent and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1A) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2B) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3C) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners the Agent copies of all documentation relating to such merger or consolidation and (4D) such Company shall have provided Federal Partners the Agent with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners the Agent except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectivelyA) sales, leases, transfer or dispositions by any Company to any other Company, (B) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (C) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) prior to the occurrence of an Event of Default, the proceeds of any such disposition are used to acquire replacement Equipment which is subject to the Agent’s first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to the Agent to be held as cash collateral for the Obligations; (xv) make any payment or distribution in respect of any subordinated indebtedness of any Company or any of its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; (xvi) 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 the Obligations; (xvii) permit Dial Thru International to, at any time, have any domestic assets of any kind; or (xviii) permit Canmax or DTI, at any time, to have any assets.
Appears in 1 contract
Samples: Security Agreement (Rapid Link Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersGSSF, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners GSSF and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit loans to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless its existing Subsidiaries so
(1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidationconsolidation results in the indefeasible payment in full of all Obligations (including, without limitation, all early termination and prepayment fees required to be paid hereunder and under the terms of the Ancillary Agreements), (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners GSSF copies of all documentation relating to such merger or consolidation and (43) such Company shall have provided Federal Partners with GSSF at least thirty (30) days’ ' prior written notice of such merger or consolidationearly prepayment of the Obligations; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners GSSF except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except exxxxx the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) the sale of Inventory in the ordinary course of business, (2) the “Permitted Asset Sales”); provided, disposition or transfer in the aggregate fair market value ordinary course of all Permitted Asset Sales business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to GSSF's first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to GSSF to be held as cash collateral for the Obligations; and (3) the sale of real property so long as the Company Agent has received the prior written consent of GSSF with respect to such sale, which consent shall not exceed $100,000be unreasonably withheld, provided that, (x) the Company Agent provided GSSF not less than thirty (30) days prior written notice of such sale, (y) such sale is on commercially reasonable terms in an arms-length transaction and (z) all proceeds of such sale are remitted directly to GSSF to repay the Obligations in such order as GSSF shall elect.
Appears in 1 contract
Samples: Security Agreement (American Technologies Group Inc)
Required Approvals. It For so long as twenty-five percent (25%) of the aggregate principal amount of the Notes is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partners, :
(a) (i) createdirectly or indirectly declare or pay any dividends, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness dividends paid to Federal Partners and as set forth on Schedule 9(l)(i) attached hereto and made a part hereof; the Company or any of its wholly-owned Subsidiaries, (ii) cancel issue any debt owing preferred stock that is manditorily redeemable by the holder thereof prior to it in excess the one year anniversary of $100,000 in the aggregate during any 12 month period; Maturity Date or (iii) assumeredeem any of its preferred stock or other equity interests;
(b) liquidate, guaranteedissolve or effect a material reorganization (it being understood that in no event shall the Company dissolve, endorse liquidate or otherwise become directly merge with any other person or contingently liable entity (unless the Company is the surviving entity) except that Subsidiaries of the Company may be merged into one another or into the Company so long as (i) in connection with any obligations of any other Personsuch merger involving the Company, except the endorsement of negotiable instruments by Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of entity, (ii) in connection with any such merger involving one Subsidiary of the Company merging into another Subsidiary of the Company, the surviving Subsidiary enters into, or consolidationremains a party to, the Subsidiary Guaranty and (2iii) no Event of Default shall exist immediately prior in connection with any such merger, the Purchaser's security interest with respect to and after giving effect to the assets involved in any such merger or consolidation, remains unaffected in all material respects;
(3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xic) 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 Eligible Subsidiary’s of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; ;
(xiid) subject to Section 6.12(g), materially alter or change the scope of the business of the Company and its fiscal year Subsidiaries taken as a whole;
(e) (i) create, incur, assume or make suffer to exist any changes indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment (not in accounting treatment excess of five percent (5%) per annum of the fair market value of the Company's 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 reporting practices without prior written notice made a part hereof and any refinancings or replacements thereof on terms (taken as a whole) no less favorable to Federal Partners except the Company (as required reasonably determined by GAAP the Purchaser) than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name purchase of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory assets in the ordinary course of business, sellor any refinancings or replacements thereof on terms (taken as a whole) no less favorable to the Company (as reasonably determined by 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 (provided that the Company and its Subsidiaries may cancel debt that is determined to be uncollectable by the auditors of the Company and its Subsidiaries to the extent that such auditors require such cancellation); (iii) assume, leaseguarantee, transfer endorse or otherwise dispose become directly or contingently liable in connection with any obligations of any of its properties or assetsother Person, or any except (A) as set forth in clause (iii) of the properties proviso to Section 6.12(d) and (B) the endorsement of negotiable instruments by the Company for deposit or assets collection or similar transactions in the ordinary course of its Subsidiaries business or guarantees of indebtedness otherwise permitted to be outstanding pursuant to this clause (collectivelye); 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 “Permitted Asset Sales”)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) consummate the Disclosed Acquisitions; providedprovided that the Disclosed Acquisitions may be consummated so long as (i) the assets acquired in connection with such Disclosed Acquisitions are acquired free and clear of all encumbrances (unless such encumbrances are satisfactory to the Purchaser) and are subject to the terms of the Master Security Agreement, (ii) in the event that equity interests of any person or entity are acquired in connection with any such Disclosed Acquisition, the Company and/or the relevant Subsidiary thereof has complied with Section 6.12(f), (iii) the aggregate fair market value principal amount of all Permitted Asset Sales during any fiscal year shall indebtedness assumed in connection with the Disclosed Acquisitions (taken as a whole) does not exceed $100,000600,000 and (iv) prior to any such consummation of a Disclosed Acquisition, the initial Registration Statement referred to in the Registration Rights Agreement has been declared effective by the SEC; and
(h) make any principal repayment in respect of either of (x) the Company's 12.0% Unsecured Notes due January 31, 2008 in an aggregate principal amount of $1,500,000 or (y) the Company's 7.5% Unsecured Notes due January 31, 2009 in an aggregate principal amount of $2,000,000.
Appears in 1 contract
Required Approvals. It (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 cash dividends, other than cash dividends paid to the Company or any of its wholly-owned Subsidiaries, (ii) issue any Preferred Stock that 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 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, in the case of such a merger involving the Company, the Company is the surviving entity, or, in the case of merger 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 that by its terms would (under any circumstances) restrict the prior written consent right of Federal Partnersthe Company or any of its Subsidiaries 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; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debtPermitted Indebtedness, as hereinafter defined) whether secured or unsecured unsecured, other than (A) the Company’s indebtedness owed under this Agreement or any Related Agreement, (B) the subordinated debt aggregating $10,000,000 listed in Schedule 6.12(e) hereto and each Eligible Subsidiary’s made a part hereof, and the other indebtedness to Federal Partners and as (if any) set forth on Schedule 9(l)(i6.12(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 and its Subsidiaries’ assets, and any indebtedness incurred in connection with the purchase of assets (other than equipment), or any restatements, refinancings or replacements thereof on terms no less favorable as a whole to the Purchaser 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, (D) 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 such subordination and 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, as determined by Purchaser in its sole discretion, (the indebtedness permitted by clauses (A) through (F) being referred to as “Permitted Indebtedness”); (ii) cancel any debt indebtedness owing to it in excess of $100,000 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 an Eligible any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business; , (ivB) directly or indirectly declareany guarantees and indemnifications respecting indebtedness otherwise permitted to be outstanding pursuant to this clause (e), pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to (C) guarantees by the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue of any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences obligation of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on or the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated Company that could have been incurred directly by Federal Partners as either a co-borrower or the guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible Subsidiary’s right to perform the provisions of violating this Agreement or any Related Agreement, and (D) any guarantees of indebtedness set forth on Schedule 6.12(e) attached hereto and made a part hereof (the agreements contemplated thereby; guarantees permitted by clauses (xiiA) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice through (F) being referred to Federal Partners except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset SalesGuarantees”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000.and
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (Jagged Peak, Inc.)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersCalliope, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Calliope and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Person, except the endorsement of negotiable instruments by Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries' Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (xA) travel advances, (yB) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (zC) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Calliope, including, without limitation, to grant to Calliope a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) 12(b), or revoke the dissolution of or commence any operation of any Inactive Subsidiary unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Calliope as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersCalliope, including, without limitation, to grant to Calliope a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus Calliope and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus Calliope and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1A) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2B) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3C) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Calliope copies of all documentation relating to such merger or consolidation and (4D) such Company shall have provided Federal Partners Calliope with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Calliope except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectivelyA) sales, leases, transfer or dispositions by any Company to any other Company, (B) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (C) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (1) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Calliope's first priority security interest or are used to repay Loans or to pay general corporate expenses, or (2) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Calliope to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Companx; or xr (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay Security[ and Purchase] Agreement 26 general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (Xstream Beverage Network, Inc.)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than the Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i) 13.12 attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 US$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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock (except stock issued pursuant to the Vital Baby Transaction, upon the terms and subject to the conditions disclosed to Laurus on the date hereof and set forth on the Company's 8-K filing dated July 5, 2005) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $US$10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) 12.2 unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) the Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) the Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) the Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under unxxx any name except the present name of the Company or any Eligible Subsidiaryand its other trade names; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) routine leases in the “Permitted Asset Sales”)ordinary course of business; provided, (2) the aggregate fair market value sale of all Permitted Asset Sales Inventory in the ordinary course of business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (On the Go Healthcare Inc)
Required Approvals. It During the Term, Company shall not, and shall not permit any of its Eligible Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends on shares of its Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockPreferred Stock manditorily redeemable prior to the sixth month anniversary of the Maturity Date (as defined in the Notes); (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s 's and each its Eligible Subsidiaries Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canadaexisting subsidiaries of Company; (viivi) create or permit to exist any Subsidiarysubsidiary, other than any Subsidiary subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary subsidiary is a wholly-owned Subsidiary subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and or in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and or in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person constituting Collateral or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company Comxxxx or any its existing Eligible SubsidiarySubsidiaries; or (xvxiv) except for the sale make any intercompany or inter-subsidiary loans or transfers of inventory assets, other than loans and transfers in the ordinary course of business, sell, lease, transfer business consistent with past practice among the Company and the Eligible Subsidiaries or otherwise dispose with the prior written consent of any of its properties Laurus (such consent not to be unreasonably withheld or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000conditioned) .
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersCalliope, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Calliope and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock except for dividends or distributions paid or made to the Parent on account of its ownership interest in its Subsidiaries, or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Calliope, including, without limitation, to grant to Calliope a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Calliope as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersCalliope, including, without limitation, to grant to Calliope a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus Calliope and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus Calliope and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it; provided, unless however, such Company may enter into a merger, consolidation or other reorganization so long as (1) Calliope has received at least thirty (30) days written notice of such merger, consolidation or reorganization prior to the consummation thereof and, simultaneously with the consummation of such merger, consolidation or reorganization, all of the Obligations are indefeasibly paid in full in cash and this Agreement is irrevocably terminated (“Permitted Reorganization”) or (2) if, simultaneously with the consummation of such merger, consolidation or reorganization, all of the Obligations are not indefeasibly paid in full in cash and this Agreement is not irrevocably terminated, each of the following conditions have been satisfied to Calliope’s satisfaction: (A) such Company or an Eligible Subsidiary, as applicable, any other Company is the surviving entity of such merger merger, consolidation or consolidationreorganization, (2B) no Event of Default shall exist immediately prior to and after giving effect to such merger merger, consolidation or consolidationreorganization, (3C) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Calliope copies of all documentation relating to such merger merger, consolidation or consolidation reorganization, and (4D) such Company shall have provided Federal Partners Calliope with at least thirty (30) days’ days prior written notice of such merger merger, consolidation or consolidationreorganization prior to the consummation thereof; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Calliope except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Calliope’s first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Calliope to be held as cash collateral for the Obligations; provided, however, that the Companies may, upon no less than thirty (30) days prior written notice to Calliope, sell, lease, transfer or otherwise dispose of all or substantially all of their properties or assets without the consent of Calliope if the Obligations are indefeasibly paid in full in cash and this Agreement is irrevocably terminated prior to or simultaneously with the consummation of any such sale, lease, transfer or other disposition (“Permitted Disposition”). A Permitted Reorganization or a Permitted Disposition shall not exceed $100,000constitute a Default or Event of Default under the Agreement or the Ancillary Agreements.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured unsecured, other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or xx (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (General Environmental Management, Inc)
Required Approvals. It Except as provided below, during the First Year, Fifteen Percent Years, and Ten Percent Years (hereinafter collectively the "Control Period"), the Buyer shall not, and shall not permit directly or indirectly, voluntarily or involuntarily:
(a) sell, transfer, assign or otherwise dispose of (including any disposition occurring by merger, consolidation or operation of law involving Buyer or any other person) any Name or any of its Subsidiaries tothe Shares; or
(b) grant any security interest, without lien or other encumbrance (other than the prior written consent grant of Federal Partnersany license, lease or other right to use the Name that does not violate the time restriction contained in clause (c) below) upon any of Buyer's right, title and interest in, to or under any Name (hereinafter each a "Security Interest" and collectively "Security Interests") or any of the Shares unless (i) createany such Security Interest is fully subordinated to the rights of the Seller under this Agreement, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s including the Domain Revenue Share and each Eligible Subsidiary’s indebtedness to Federal Partners and as set forth on Schedule 9(l)(i) attached hereto and made a part hereofthe Domain Call Option; (ii) cancel any debt owing to it in excess the Seller's rights under this Agreement are recorded and of $100,000 in public record through the aggregate during any 12 month periodfiling of a Form UCC-1 Financing Statement or otherwise; (iii) assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations prior to the creation of any other PersonSecurity Interest, except the endorsement prospective secured party is notified of negotiable instruments by Company the existence of the Domain Call Option and agrees to permit full pre-payment without premium or an Eligible Subsidiary for deposit or collection or similar transactions penalty of the Buyer's secured debt in the ordinary course of businessevent the Seller exercises the Domain Call Option; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class the cash proceeds received by the Buyer from the Seller's exercise of its Stock or apply any of its funds, property or assets the Domain Call Option are used to fully retire the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on Buyer's debt secured by the date hereof, or issue any preferred stockSecurity Interests; and (v) purchase or hold beneficially at all times prior to the expiration of the Domain Call Option, the aggregate value of all debt secured by Security Interests shall not exceed two million two hundred fifty thousand dollars ($2,250,000); or
(c) grant any Stock license, lease or other securities or evidences right to use any Name (whether by re-direction of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than Internet traffic for the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances Name to any other PersonInternet site or otherwise) which allows such license, including any partnership lease or joint venture, except use of such Name after the Control Period; or
(xd) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person use or permit any other Person person to consolidate use the Names in any manner that is in violation of applicable law or the rights of any third parties (it being understood that the Buyer may comply with or merge its obligations under this clause (d) with itrespect to any other person by obtaining contractual agreements from such persons); except, unless in the case of clauses (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidationa), (2b) no Event or (c), with the prior written approval of Default shall exist immediately prior to and after giving effect to such merger or consolidationthe Seller (hereinafter each a "Required Approval"). In the case of clauses (a), (3b) Company and each Eligible Subsidiary(c), as applicable, the Seller shall have provided Federal Partners copies of all documentation relating sole and absolute discretion in its decision whether to such merger grant or consolidation deny a Required Approval and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger may deny a Required Approval for any reason or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible Subsidiary’s right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xii) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”)no reason; provided, however, that, in the aggregate fair market value case of all Permitted Asset Sales during any fiscal year clause (c), the Seller shall not exceed $100,000unreasonably deny a Required Approval if the license, lease or other right to use any Name does not allow such license, lease or use after one year after the Control Period. Unless otherwise agreed in writing by the Seller, any such sale, transfer, assignment or other disposition, license, lease or other right to use, or security interest, lien or other encumbrance to which the Seller consents in writing shall be subject to and subordinate to the Seller's rights under this Agreement and shall be conditioned upon the other party thereto acknowledging in writing such rights and agreeing to be bound by the Buyer's obligations hereunder with respect to the applicable Name or Names or Shares. Any such sale, transfer, assignment or other disposition, license, lease or other right to use, or security interest, lien or other encumbrance to which the Seller shall not consent in writing shall be void ab initio.
Appears in 1 contract
Samples: Domain Portfolio Purchase Agreement (Easylink Services Corp)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partnersthe Agent, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners the Creditor Parties and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof, and Permitted Subordinated Debt; (ii) cancel any debt owing to it in excess of $100,000 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 Person, except the endorsement of negotiable instruments by Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock Equity Interests except for dividends or distributions paid or made to the Parent on account of its ownership interest in its Subsidiaries, or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Equity Interests, or issue any preferred stock; (v) purchase or hold beneficially any Stock Equity Interests 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (xA) travel advances, (yB) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (zC) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by the Agent, including, without limitation, to grant to the Agent a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners the Agent as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partnersthe Agent, including, without limitation, to grant to the Agent a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus the Agent and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus the Agent and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock Equity Interests of any Person or permit any other Person to consolidate with or merge with it; provided, unless however, such Company may enter into a merger, consolidation or other reorganization so long as (1) the Agent has received at least thirty (30) days written notice of such merger, consolidation or reorganization prior to the consummation thereof and, simultaneously with the consummation of such merger, consolidation or reorganization, all of the Obligations are indefeasibly paid in full in cash and this Agreement is irrevocably terminated (a “Permitted Reorganization”) or (2) if, simultaneously with the consummation of such merger, consolidation or reorganization, all of the Obligations are not indefeasibly paid in full in cash and this Agreement is not irrevocably terminated, each of the following conditions have been satisfied to the Agent’s satisfaction: (A) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger merger, consolidation or consolidationreorganization, (2B) no Event of Default shall exist immediately prior to and after giving effect to such merger merger, consolidation or consolidationreorganization, (3C) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners the Agent copies of all documentation relating to such merger merger, consolidation or consolidation reorganization, and (4D) such Company shall have provided Federal Partners the Agent with at least thirty (30) days’ prior written notice of such merger merger, consolidation or consolidationreorganization prior to the consummation thereof; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners the Agent except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectivelyA) sales, leases, transfer or dispositions by any Company to any other Company, (B) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (C) the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to the Agent’s first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to the Agent to be held as cash collateral for the Obligations; provided, however, that the Companies may, upon no less than thirty (30) days prior written notice to the Agent, sell, lease, transfer or otherwise dispose of all or substantially all of their properties or assets without the consent of the Agent if the Obligations are indefeasibly paid in full in cash and this Agreement is irrevocably terminated prior to or simultaneously with the consummation of any such sale, lease, transfer or other disposition (a “Permitted Disposition”) (the occurrence of a Permitted Reorganization or a Permitted Disposition shall not exceed $100,000constitute a Default or Event of Default under this Agreement or the Ancillary Agreements); (xv) make any payment or distribution in respect of any subordinated indebtedness of any Company or any of its Subsidiaries in violation of any subordination or other agreement made in favor of any Creditor Party; or (xvi) 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 the Obligations.
Appears in 1 contract
Required Approvals. It (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 cash dividends, other than cash dividends paid to the Company or any of its wholly-owned Subsidiaries, (ii) issue any Preferred Stock that 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 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, in the case of such a merger involving the Company, the Company is the surviving entity, or, in the case of merger 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 that by its terms would (under any circumstances) restrict the prior written consent right of Federal Partnersthe Company or any of its Subsidiaries 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; or
(e) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debtPermitted Indebtedness, as hereinafter defined) whether secured or unsecured unsecured, other than (A) the Company’s 's indebtedness owed under this Agreement or any Related Agreement, (B) the subordinated debt aggregating $10,000,000 listed in Schedule 6.12(e) hereto and each Eligible Subsidiary’s made a part hereof, and the other indebtedness to Federal Partners and as (if any) set forth on Schedule 9(l)(i6.12(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 and its Subsidiaries' assets, and any indebtedness incurred in connection with the purchase of assets (other than equipment), or any restatements, refinancings or replacements thereof on terms no less favorable as a whole to the Purchaser 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, (D) 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 such subordination and 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, as determined by Purchaser in its sole discretion, (the indebtedness permitted by clauses (A) through (F) being referred to as "Permitted Indebtedness"); (ii) cancel any debt indebtedness owing to it in excess of $100,000 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 an Eligible any Subsidiary thereof for deposit or collection or similar transactions in the ordinary course of business; , (ivB) directly or indirectly declareany guarantees and indemnifications respecting indebtedness otherwise permitted to be outstanding pursuant to this clause (e), pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to (C) guarantees by the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue of any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences obligation of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on or the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated Company that could have been incurred directly by Federal Partners as either a co-borrower or the guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible Subsidiary’s right to perform the provisions of violating this Agreement or any Related Agreement, and (D) any guarantees of indebtedness set forth on Schedule 6.12(e) attached hereto and made a part hereof (the agreements contemplated thereby; guarantees permitted by clauses (xiiA) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice through (F) being referred to Federal Partners except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “"Permitted Asset Sales”Guarantees"); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000.and
Appears in 1 contract
Samples: Subordinated Securities Purchase Agreement (TRUEYOU.COM)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except exxxxx the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It 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, without the prior written consent of Federal Partners, :
(ia) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than (i) Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners and Laurus, (ii) an aggregate amount of $50,000 in unsecured debt outstanding at any time, or (iii) as set forth on Schedule 9(l)(i) the Schedules attached hereto and made a part hereof; ;
(iib) cancel any debt owing to it in excess of $100,000 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 Person, except the endorsement of negotiable instruments by Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; ;
(ivd) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends on shares of its Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof except as required under the terms of Company's outstanding Preferred Stock issued and outstanding on the date hereof, or issue any preferred stock; Preferred Stock;
(ve) purchase or hold beneficially any margin Stock or other margin securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries 's officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; existing Subsidiaries of Company;
(viif) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) the Schedules unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; Laurus to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations;
(viiig) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; ;
(ixh) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; ;
(xi) materially change the nature of the business in which it is presently engaged; ;
(xij) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; ;
(xiik) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; ;
(xiiil) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or
(xivm) bxxx bill Accounts under any name except the present name of Company Comxxxx or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000existing Subsidiaries.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its ------------------- Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel ----------------- any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries' Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,00025,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned -------------- Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It During the Term, Company shall not, and shall not permit any of its Eligible Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends on shares of its Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockPreferred Stock manditorily redeemable prior to the sixth month anniversary of the Maturity Date (as defined in the Notes); (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each its Eligible Subsidiaries Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canadaexisting subsidiaries of Company; (viivi) create or permit to exist any Subsidiarysubsidiary, other than any Subsidiary subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary subsidiary is a wholly-owned Subsidiary subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and or in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and or in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person constituting Collateral or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any its existing Eligible SubsidiarySubsidiaries; or (xvxiv) except for the sale make any intercompany or inter-subsidiary loans or transfers of inventory assets, other than loans and transfers in the ordinary course of business, sell, lease, transfer business consistent with past practice among the Company and the Eligible Subsidiaries or otherwise dispose with the prior written consent of any of its properties Laurus (such consent not to be unreasonably withheld or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000conditioned) .
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus, purchase money indebtedness not in excess of $35,000 and as set forth on Schedule 9(l)(i13(m)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (w) the loans to its and its Subsidiaries' officers and employees set forth on Schedule 12(g), (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees in addition to the loans set forth on Schedule 12(g) not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (Deja Foods Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,00025,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than (1) each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and as Laurus, (2) the indebtedness set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof, (3) indebtedness to Working Capital Lender pursuant to the terms of the Working Capital Lender Loan Documents as in effect on the Closing Date, (4) indebtedness of any Subsidiary to any Company relating to loans permitted by clause (v)(z) below, (5) Purchase Money Indebtedness to the extent permitted under the terms of the Working Capital Lender Loan Agreement as in effect on the Closing Date; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (xw) travel advances, (yx) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, (y) advances against commissions and other similar advances in the ordinary course of business, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations subject only to Permitted Liens; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations subject only to Permitted Liens; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course of business pursuant to the reasonable requirements of its or its Subsidiaries business which are fully disclosed to Laurus and that are no less favorable to it or its Subsidiaries than would be obtained on a comparable arms-length termstransaction with a Person not an Affiliate; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ security interest of at least the same priority as the Lien on the Equipment which was disposed of or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (Iwt Tesoro Corp)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s 's and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, hereof or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s 's and each Eligible Subsidiaries Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canadaexisting Subsidiaries of Company; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000.
Appears in 1 contract
Required Approvals. It For so long as at least twenty-five percent (25%) of the original aggregate principal amount of any Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partners, : (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 a Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends on shares of Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockPreferred Stock manditorily redeemable prior to the sixth month anniversary of the Maturity Date (as defined in the Notes); (v) 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 interest whatsoever in, or transfer any other Personassets to, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary existing Subsidiaries of Company which (x) are party to a guaranty, master security agreement and Txxxxx Canadastock pledge agreement, dated as of the date hereof, guaranteeing and securing the Obligations for the benefit of Laurus, (y) have granted to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000existing Subsidiaries.
Appears in 1 contract
Samples: Security Agreement (Conversion Services International Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and Laurus or as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of businessbusiness or as set forth on Schedule 13(l)(iii); (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock, other than any dividends or distributions by any Subsidiary to its parent; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries, except that (I) so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiII) loans to Verso Technologies (UK) shall be permissible to the extent that the proceeds thereof are used solely to pay the ordinary operating expenses of such entity in the ordinary course of business, consistent with past practice; and (III) the loans set forth on Schedule 12(b) shall be permissible without the prior consent of Laurus; (vi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty twenty (3020) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); providedsale of Inventory or the granting of licenses in the ordinary course of business, (3) the aggregate fair market value disposition or transfer in the ordinary course of all Permitted Asset Sales business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations, and (4) the sale of any Collateral pursuant to Section 3.9 of the Verilink Purchase Agreement, provided that any net proceeds not paid to Seller (as defined in the Verilink Purchase Agreement) that are received by the Companies from the sale of such Collateral shall not exceed $100,000be promptly remitted to Laurus.
Appears in 1 contract
Required Approvals. It Except as otherwise set forth on Schedule 6.12 hereto, for so long as any of the aggregate principal amount of the Term Notes are outstanding, the Company, without the prior written consent of the Purchasers, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partners, :
(a) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and as set forth on Schedule 9(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declaredeclare or pay any dividends, pay other than dividends paid to the Company or make any dividend or distribution on any class of its Stock or apply any of its fundswholly-owned Subsidiaries, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or (ii) issue any preferred stock; stock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (vas defined in the Term Notes) purchase or hold beneficially (iii) redeem any Stock of its preferred stock or other securities equity interests;
(b) liquidate, dissolve or evidences of indebtedness ofeffect a material reorganization (it being understood that in no event shall the Company dissolve, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with liquidate or merge with it, any other person or entity (unless (1) the Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, entity);
(2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xic) 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 Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; ;
(xiid) materially alter or change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners except as required by GAAP or in the tax reporting treatment or except as required by law; scope of the business of the Company;
(xiiie) enter into into, or materially alter or change existing, employment agreements or compensation arrangements or agreements with management.
(f) (i) create, incur, assume or suffer to exist any transaction indebtedness (exclusive of 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 Purchasers, (y) indebtedness set forth on Schedule 6.12(f) attached hereto and made a part hereof and any refinancings or replacements thereof on terms no less favorable to the Company than the indebtedness being refinanced or replaced, and (z) any debt incurred in connection with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name purchase of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory assets in the ordinary course of business, sellor any refinancings or replacements thereof on terms no less favorable to the 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, leaseguarantee, transfer endorse or otherwise dispose become directly or contingently liable in connection with any obligations of any other person, except the endorsement of its properties negotiable instruments by the Company for deposit or assets, 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
(g) create or acquire any Subsidiary after the date hereof unless (i) such Subsidiary is a wholly-owned Subsidiary of the properties or assets of its Subsidiaries Company and (collectivelyii) such Subsidiary becomes party to the Term Note Security Agreement, the “Permitted Asset Sales”); providedStock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the aggregate fair market value extent required by the Purchasers, satisfies each condition of all Permitted Asset Sales during any fiscal year shall not exceed $100,000this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Greens Worldwide Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the xxx present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) Indebtedness whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness 's Indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)i) attached hereto and made a part hereof; (ii) cancel any debt owing to it except for (x) debt in excess of $100,000 in the aggregate during any 12 month period and (y) trade debt in the normal course of business consistent with historical practice which does not exceed in any month 20% of total trade debt billed during such monthly 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock except for dividends or distributions payable by one Company to another Company or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness Indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,00030,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness Indebtedness in excess of $50,000 (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness Indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present then current name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment in accordance with Section 7(e).
Appears in 1 contract
Samples: Security and Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Required Approvals. It Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of (x) trade debtdebt and (y) Purchase Money Indebtedness not to exceed an aggregate principal amount of $200,000 at any time) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends in the form of share of Common Stock or dividends on shares of its Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockPreferred Stock manditorily redeemable prior to the sixth month anniversary of the Maturity Date (as defined in the Notes); (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture Person (other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other PersonEligible Subsidiaries), including any partnership or joint venture, except (x) travel advances, advances and (y) loans to Company’s 's and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or (xivxiii) bxxx bill Accounts under any name except exxxxt the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000existing Subsidiaries.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof, or disclosed in any of the Parent's SEC Reports or Exchange Act Filings; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock (except for the payment of dividends, in shares of the Parent's Common Stock, with respect to the Parent's 6% Convertible Series A Preferred Stock issued prior to the date hereof) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000100,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any SubsidiarySubsidiary organized in the United States of America, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s its right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, involving compensation or other payments by any of the Companies to such employee, director or Affiliate, in an aggregate amount after the date hereof in excess of $100,000, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name axx xame except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, except for (1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the sale of Inventory in the properties ordinary course of business and (3) the disposition or assets transfer in the ordinary course of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations. Notwithstanding anything to the contrary contained in this Section 12(l), Laurus' approval shall not exceed $100,000be required with respect to any transfer of cash to any Non-US Subsidiary, provided that (x) such transfers are made in the ordinary course of business and consistent with its business practices and (y) such transfers are made by a Company to a Non-US Subsidiary for the direct purposing of reimbursing and/or paying such Non-US Subsidiary for (I) the cost of shipping expenses and (II) airline carrier expenses, in each case, incurred by such Non-US Subsidiary for the benefit of such Company.
Appears in 1 contract
Samples: Security Agreement (Pacific Cma Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof, or disclosed in any of the Parent's SEC Reports or Exchange Act Filings; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock (except for the payment of dividends, in shares of the Parent's Common Stock, with respect to the Parent's 6% Convertible Series A Preferred Stock issued prior to the date hereof) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000100,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any SubsidiarySubsidiary organized in the United States of America, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s its right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, involving compensation or other payments by any of the Companies to such employee, director or Affiliate, in an aggregate amount after the date hereof in excess of $100,000, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except exxxxt the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, except for (1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the sale of Inventory in the properties ordinary course of business and (3) the disposition or assets transfer in the ordinary course of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations. Notwithstanding anything to the contrary contained in this Section 12(l), Laurus' approval shall not exceed $100,000be required with respect to any transfer of cash to any Non-US Subsidiary, provided that (x) such transfers are made in the ordinary course of business and consistent with its business practices and (y) such transfers are made by a Company to a Non-US Subsidiary for the direct purposing of reimbursing and/or paying such Non-US Subsidiary for (I) the cost of shipping expenses and (II) airline carrier expenses, in each case, incurred by such Non-US Subsidiary for the benefit of such Company.
Appears in 1 contract
Samples: Security Agreement (Pacific Cma Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(iSCHEDULE 13(L)(I) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(bSCHEDULE 12(B) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (A) (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidationconsolidation or (B)
(1) such merger or consolidation results in the indefeasible payment in full of all Obligations (including, without limitation, all early termination and prepayment fees required to be paid hereunder and under the terms of the Ancillary Agreements), (2) such Company shall have provided Laurus copies of all documentation relating to such merger or consolidation and (3) such Company shall have provided Laurus at least thirty (30) days' prior written notice of such early prepayment of the Obligations; (xix) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible Subsidiary’s right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xii) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000.;
Appears in 1 contract
Samples: Security Agreement (American Technologies Group Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries' Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xii) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000.Ancillary
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are organized in the United States and Txxxxx Canadaare designated as either a co-borrower hereunder or has entered into such guaranty and security documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority perfected security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (Micro Component Technology Inc)
Required Approvals. It Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than (A) Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners and Laurus, (B) an aggregate amount of $50,000 in unsecured debt outstanding at any time, or (C) as set forth on Schedule 9(l)(i) the Schedules attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends on shares of its Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof except as required under the terms of Company's outstanding Preferred Stock issued and outstanding on the date hereof, or issue any preferred stockPreferred Stock; (v) purchase or hold beneficially any margin Stock or other margin securities or evidences of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries 's officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canadaexisting Subsidiaries of Company; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) the Schedules unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000ixx xxisting Subsidiaries.
Appears in 1 contract
Samples: Security Agreement (Riviera Tool Co)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 250,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly (1)directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock provided, however, that the Company may make regularly scheduled payments and distributions on its Preferred Stock in accordance with Schedule 13 (l)(iv) if no Event of Default shall exist immediately prior to, or after giving effect to any such proposed payment or distribution or (2) apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, hereof or (3) issue any preferred stockPreferred Stock that is convertible at a variable rate but lacks a minimum conversion price; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) except as set forth in Schedule 13(l)(vii), directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any material changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) except as set forth on Schedule 13(xii), enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than the Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i) 13.12 attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 US$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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock (except stock issued pursuant to the Vital Baby Transaction, upon the terms and subject to the conditions disclosed to Laurus on the date hereof and set forth on the Company's 8-K filing dated July 5, 2005) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $US$10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) 12.2 unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) the Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) the Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) the Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts bill Xxxounts under any name except the present name of the Company or any Eligible Subsidiaryand its other trade names; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) routine leases in the “Permitted Asset Sales”)ordinary course of business; provided, (2) the aggregate fair market value sale of all Permitted Asset Sales Inventory in the ordinary course of business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (On the Go Healthcare Inc)
Required Approvals. It 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, without the prior written consent of Federal Partners, :
(a) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and as set forth on Schedule 9(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declaredeclare or pay any cash dividends, pay other than dividends paid to the Company or make any dividend or distribution on any class of its Stock or apply paid by any of its funds, property direct or assets indirect wholly-owned Subsidiaries to the purchase, redemption its parent; or (ii) redeem any of its preferred stock or other retirement 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 entity or (ii) pursuant to a transaction consummated for the sole purpose of any Stock of reincorporating the Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and of the Company organized in the ordinary course United States under the laws of businessa different United States jurisdiction), or repurchase, redeem, retire or otherwise acquire any indebtedness ;
(other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xic) 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 Eligible Subsidiary’s of its Subsidiaries right to perform the provisions of this Agreement, any Related Agreement or any of the agreements contemplated hereby or thereby; ;
(xiid) materially alter or change the scope of the business of the Company and its fiscal year Subsidiaries taken as a whole;
(e) (i) create, incur, assume or make suffer to exist any changes indebtedness (exclusive of trade debt and debt incurred to finance the purchase of equipment not in accounting treatment excess of ten percent (10%) of the fair market value of the Company’s and reporting practices without prior written notice its Subsidiaries’ assets) whether secured or unsecured other than (w) unsecured indebtedness not to Federal Partners except as required by GAAP exceed an aggregate principal amount outstanding of $200,000, (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 tax reporting treatment purchase of assets or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory equipment in the ordinary course of business, sellor 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, leaseguarantee, transfer endorse or otherwise dispose become directly or contingently liable in connection with any obligations of any other Person other than, solely in the case of its properties the Company or assetsa 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 properties or assets of its Subsidiaries Company and (collectivelyii) such Subsidiary becomes party to the Master Security Agreement, the “Permitted Asset Sales”); providedStock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the aggregate fair market value extent required by the Purchaser, satisfies each condition of all Permitted Asset Sales during any fiscal year shall not exceed $100,000this 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. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 US$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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $US$10,000, and (z) loans to its existing Subsidiaries (other than any Eligible Subsidiary Inactive Subsidiary) so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except exxxxx the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (Thinkpath Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockstock (other than the issuance on the Closing Date by Txxxxx Canada to McCain Foods Limited of one thousand (1,000) preference shares in Txxxxx Canada); (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b12(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible Subsidiary’s right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xii) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000.
Appears in 1 contract
Samples: Security and Purchase Agreement (Maxim Mortgage Corp/)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(iSCHEDULE 13(L)(I) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 US$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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $US$10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(bSCHEDULE 12(B) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (Thinkpath Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, which consent shall not be unreasonably withheld (i) sell or assign any of the Mortgages; (ii) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than the Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i) "P" attached hereto and made a part hereof; (iiiii) cancel any debt owing to it in excess of $100,000 US$50,000 in the aggregate during any 12 month period; (iiiiv) 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 Company or an Eligible Subsidiary it for deposit or collection or similar transactions in the ordinary course of business; (ivv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (vvi) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, and (y) loans to Company’s and each Eligible Subsidiaries its officers and employees not exceeding at any one time an aggregate of $US$10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) the Company or an any of the Eligible Subsidiary, as applicable, Subsidiaries is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) the Company and each and/or the Eligible Subsidiary, as applicable, Subsidiaries shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) the Company and/or the Eligible Subsidiaries shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible Subsidiary’s its right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xii) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or (xiv) bxxx bill Accounts under any name xxxe except the present name of the Company or any and the Eligible Subsidiary; or Subsidiaries, (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by the “Permitted Asset Sales”); providedCompany to any Eligible Subsidiary, (2) the aggregate fair market value sale of all Permitted Asset Sales Inventory in the ordinary course of business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (Reliant Home Warranty Corp)
Required Approvals. It For so long as the Capital Availability Amount is greater than or equal to $1,000,000, it shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debtdebt 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) each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and as Laurus, (y) indebtedness set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereofhereof and any refinancings or replacements thereof on terms no less favorable to the applicable Company or Subsidiary 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 replacement thereof on terms no less favorable to the applicable Company or Subsidiary than the indebtedness being refinanced or replaced; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockstock that is mandatorily redeemable prior to the one year anniversary of the Maturity Date (as defined in the Notes); (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) except as set forth on Schedule 13(l)(vii), enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It The Debtor shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal Partnersthe Lender, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiarythe Debtor’s indebtedness to Federal Partners the Lender pursuant to the Guarantee Agreements and as otherwise set forth on Schedule 9(l)(i) attached hereto and made a part hereof4.8; (ii) cancel any debt owing to it in excess of $100,000 140,000 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 Company or an Eligible Subsidiary the Debtor for deposit or collection or similar transactions in the ordinary course of businessbusiness and the Guarantee Agreement; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary the Debtor outstanding on the date hereof, or issue any preferred stockstock other than as set forth on Schedule 4.8; (v) purchase or hold beneficially any Stock or other securities or evidences of indebtedness of, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) 2.3 and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (xy) travel advances, (yz) loans to Companythe Debtor’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada12,000; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) 2.3 unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners the Lender as either a co-borrower or guarantor hereunder under the Loan Agreement and such Subsidiary shall have entered into all such documentation required by Federal Partnersthe Lender, including, without limitation, to grant to the Lender a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus the Lender and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus the Lender and in the ordinary course of business) except to make scheduled payments of principal and interest thereofthereof as permitted by the Lender in writing; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, the Debtor is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, the Debtor shall have provided Federal Partners the Lender copies of all documentation relating to such merger or consolidation and (4) Company the Debtor shall have provided Federal Partners the Lender with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xi) 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 Eligible SubsidiaryDebtor’s right to perform the provisions of this Agreement or any of the agreements contemplated therebyother Debtor Agreements; (xii) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners the Lender except as required by GAAP or in the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiarythe Debtor; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset SalesSale”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000140,000.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured unsecured, in excess of $100,000 in the aggregate, other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(iSCHEDULE 13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(bSCHEDULE 12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or xx (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends on shares of its Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockPreferred Stock manditorily redeemable prior to the sixth month anniversary of the Maturity Date (as defined in the Notes); (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canadaexisting Subsidiaries of Company; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000existing Subsidiaries.
Appears in 1 contract
Samples: Security Agreement (Comc Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the excepx xxe present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than (x) each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereofhereof and (y) 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 $500,000 ; (ii) cancel any debt owing to it in excess of $100,000 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 (x) the endorsement of negotiable instruments by Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of businessbusiness or (y) guarantees of Subsidiaries of the Parent in respect of indebtedness otherwise permitted under this Agreement; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (xw) travel advances, (yx) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' (other than the Immaterial Subsidiaries') officers and employees not exceeding at any one time an aggregate of $10,00025,000, (y) loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and security documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations and (z) investments in joint ventures; provided that in no event shall the sum of the aggregate principal amount of all such investments made by each Company in joint ventures permitted by this clause (z) exceed $150,000 at any Eligible Subsidiary and Txxxxx Canadatime outstanding; (viivi) create or permit to exist any Subsidiary, other than any Immaterial Subsidiary in existence on the date hereof and listed in Schedule 9(bunless (x) unless such new Subsidiary is a wholly-wholly- owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations and (y) such Company shall enter into a Stock Pledge Agreement in form and substance satisfactory to Laurus in respect of the equity interests of such Subsidiary; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, (w) to Laurus and (x) in the ordinary course of business, (y) except to make in respect of scheduled payments of principal and interest thereofthereof to the extent the underlying indebtedness is otherwise permitted hereunder or (z) to the extent the sum of all such prepayments, repurchases, redemptions, retirements and acquisitions shall not exceed the aggregate amount of $25,000 throughout the Term) ; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Comxxxx; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersCalliope, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible SubsidiaryParent’s indebtedness to Federal Partners Calliope and as set forth on the Disclosure Schedule 9(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Security Agreement endorsement of negotiable instruments by Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Calliope, including, without limitation, to grant to Calliope a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in the Disclosure Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Calliope as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersCalliope, including, without limitation, to grant to Calliope a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus Calliope and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus Calliope and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, Parent is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, Parent shall have provided Federal Partners Calliope copies of all documentation relating to such merger or consolidation and (4) Company Parent shall have provided Federal Partners Calliope with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s its ’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Calliope except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible SubsidiaryParent; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by Parent to any other Company, (2) the “Permitted Asset Sales”); providedsale of Inventory in the ordinary course of business, (3) sales permitted under Section 7(e) hereof and (4) the aggregate fair market value disposition or transfer in the ordinary course of all Permitted Asset Sales business during any fiscal year shall not exceed $100,000.of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Calliope’s first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Calliope to be held as cash collateral for the Obligations. Security Agreement
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereofhereof and capital leases, so long as the aggregate amount of all such obligations under such capital leases does not exceed $75,000 at any time outstanding; (ii) cancel any debt owing to it in excess of $100,000 50,000 in the aggregate during any 12 month periodperiod other than any of the obligations evidenced by the Subordinated Debt Documentation (unless such cancellation is Security and Purchase Agreement permitted pursuant to the Subordination Agreements); (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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Stock, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) except for the Public Transaction, enter into any merger, consolidation consolidation, acquisition or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger merger, acquisition or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger merger, acquisition or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger merger, acquisition or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger merger, acquisition or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of such Company or any Eligible Subsidiaryother legal trade name associated with the Companies or the Public Company (following the Public Transaction), so long as such Company or the Public Company has provided prior written notice to Laurus of such legal trade name; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the Security and Purchase Agreement disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (Silicon Mountain Holdings, Inc.)
Required Approvals. It 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, without the prior written consent of Federal Partners, : (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 a Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock other than to pay dividends on shares of Preferred Stock outstanding on the date hereof or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stockPreferred Stock manditorily redeemable prior to the sixth month anniversary of the Maturity Date (as defined in the Notes); (v) 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 interest whatsoever in, or transfer any other Personassets to, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries 's officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary existing Subsidiaries of Company which (x) are party to a guaranty, master security agreement and Txxxxx Canadastock pledge agreement, dated as of the date hereof, guaranteeing and securing the Obligations for the benefit of Laurus, (y) have granted to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 Eligible Subsidiary’s 's right to perform the provisions of this Agreement or any of the agreements contemplated thereby; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; or (xivxiii) bxxx bill Accounts under any name except exxxxt the present name of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries (collectively, the “Permitted Asset Sales”); provided, the aggregate fair market value of all Permitted Asset Sales during any fiscal year shall not exceed $100,000existing Subsidiaries.
Appears in 1 contract
Samples: Security Agreement (Conversion Services International Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or xx (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security and Purchase Agreement (Greenman Technologies Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersGSSF, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners GSSF and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit loans to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless its existing Subsidiaries so
(1) Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidationconsolidation results in the indefeasible payment in full of all Obligations (including, without limitation, all early termination and prepayment fees required to be paid hereunder and under the terms of the Ancillary Agreements), (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners GSSF copies of all documentation relating to such merger or consolidation and (43) such Company shall have provided Federal Partners with GSSF at least thirty (30) days’ ' prior written notice of such merger or consolidationearly prepayment of the Obligations; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners GSSF except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or xx (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) the sale of Inventory in the ordinary course of business, (2) the “Permitted Asset Sales”); provided, disposition or transfer in the aggregate fair market value ordinary course of all Permitted Asset Sales business during any fiscal year of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to GSSF's first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to GSSF to be held as cash collateral for the Obligations; and (3) the sale of real property so long as the Company Agent has received the prior written consent of GSSF with respect to such sale, which consent shall not exceed $100,000be unreasonably withheld, provided that, (x) the Company Agent provided GSSF not less than thirty (30) days prior written notice of such sale, (y) such sale is on commercially reasonable terms in an arms-length transaction and (z) all proceeds of such sale are remitted directly to GSSF to repay the Obligations in such order as GSSF shall elect.
Appears in 1 contract
Samples: Security Agreement (American Technologies Group Inc)
Required Approvals. It For so long as the Notes are outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries the Subsidiary to, without the prior written consent of Federal Partners, :
(a) (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners and as set forth on Schedule 9(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $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 Company or an Eligible Subsidiary for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declaredeclare or pay any dividends, pay other than dividends paid to the Parent or make any dividend or distribution on any class of its Stock or apply any of its fundswholly-owned Subsidiaries, property or assets to the purchase, redemption or other retirement of any Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or (ii) issue any preferred stock; stock that is manditorily redeemable prior to one year after the Maturity Date, or (viii) purchase or hold beneficially redeem any Stock of its preferred stock or other securities equity interests;
(b) liquidate, dissolve or evidences of indebtedness ofeffect a material reorganization (it being understood that in no event shall the Company dissolve, or make any investment or acquire any interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canada; (vii) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal Partners; (viii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ix) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with liquidate or merge with it, any other person or entity (unless (1) the Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, entity);
(2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners copies of all documentation relating to such merger or consolidation and (4) Company shall have provided Federal Partners with at least thirty (30) days’ prior written notice of such merger or consolidation; (x) materially change the nature of the business in which it is presently engaged; (xic) 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 Eligible the Subsidiary’s 's right to perform the provisions of this Agreement or any Related Agreement ;
(d) materially alter or change the scope of the agreements contemplated thereby; business of the Company and the Subsidiary taken as a whole;
(xiie) change its fiscal year (i) create, incur, assume or make suffer to exist any changes indebtedness whether secured or unsecured other than (x) the Company's indebtedness to the Purchaser and (ys any debt incurred in accounting treatment and reporting practices without prior written notice to Federal Partners except as required by GAAP or in connection with the tax reporting treatment or except as required by law; (xiii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xiv) bxxx Accounts under any name except the present name purchase of Company or any Eligible Subsidiary; or (xv) except for the sale of inventory assets in the ordinary course of business; (ii) cancel any debt owing to it in excess of $10,000 in the aggregate during any 12 month period; (iii) assume, sellguarantee, lease, transfer endorse or otherwise dispose become directly or contingently liable in connection with any obligations of any other person, except the endorsement of its properties negotiable instruments by the Company for deposit or assets, 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 of Subsidiary after the properties or assets of its Subsidiaries date hereof unless (collectivelyi) it is wholly-owned by the Company and (ii) such Subsidiary becomes party to the Master Security Agreement, the “Permitted Asset Sales”); providedStock Pledge Agreement and the Subsidiary Guaranty (either by executing a counterpart thereof or an assumption or joinder agreement in respect thereof) and, to the aggregate fair market value extent required by the Purchaser, satisfies each condition of all Permitted Asset Sales during any fiscal year shall not exceed $100,000this Agreement and the Related Agreements as if such Subsidiary were a Subsidiary on the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Smartserv Online Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s 's indebtedness to Federal Partners Laurus and as described and in the maximum amounts set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries' Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advancesadvances and reasonable travel and entertainment related expense reimbursements, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries' officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary's assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ ' prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries' right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx bill Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Compaxx; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus' first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (Integrated Security Systems Inc)
Required Approvals. It shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereof; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary its Subsidiaries for deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock or apply any of its funds, property or assets to the purchase, redemption or other retirement of any of its or its Subsidiaries’ Stock of Company or any Eligible Subsidiary outstanding on the date hereof, or issue any preferred stock; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x) travel advances, (y) loans to Company’s its and each Eligible Subsidiaries its Subsidiaries’ officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary loans to its existing Subsidiaries so long as such Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and Txxxxx Canadasecurity documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viivi) create or permit to exist any Subsidiary, other than any Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and (4) such Company shall have provided Federal Partners Laurus with at least thirty fifteen (3015) business days’ prior written notice of such merger or consolidation; (xix) materially change the nature of the business in which it is presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director or Affiliate, except in the ordinary course on arms-length terms; (xivxiii) bxxx xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively, 1) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (2) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
Appears in 1 contract
Samples: Security Agreement (House of Brussels Chocolates Inc)
Required Approvals. It The Parent and each Company shall not, and shall not permit any of its Domestic Subsidiaries to, without the prior written consent of Federal PartnersLaurus, (i) create, incur, assume or suffer to exist any indebtedness (exclusive of trade debt) whether secured or unsecured other than (A) each Company’s and each Eligible Subsidiary’s indebtedness to Federal Partners Laurus and as set forth on Schedule 9(l)(i13(l)(i) attached hereto and made a part hereofhereof and (B) Purchase Money Indebtedness in an aggregate amount not to exceed (1) 9,400,000 during the 2007 fiscal year, (2) $2,000,000 during the 2008 fiscal year, (3) $1,700,000 during the 2009 fiscal year and (4) $0 during each fiscal year thereafter; (ii) cancel any debt owing to it in excess of $100,000 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 Company it or an Eligible Subsidiary for its Subsidiaries or deposit or collection or similar transactions in the ordinary course of business; (iv) directly or indirectly declare, pay or make any dividend or distribution on any class of its Stock Equity Interests or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Stock of Company its or any Eligible Subsidiary outstanding on the date hereofits Subsidiaries’ Equity Interests, or issue any preferred stockEquity Interests; (v) 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 interest whatsoever in, any other Person, including any partnership or joint venture other than the Subsidiaries in existence on the date hereof and listed in Schedule 9(b) and any new Subsidiary formed in accordance with subsection (vii) below; (vi) make or permit to exist any loans or advances to any other Person, including any partnership or joint venture, except (x1) investment in Subsidiaries so long as such investment in any one Subsidiary does not exceed $100,000 during any fiscal year and investments in all Subsidiaries does not exceed $250,000 during any fiscal year, (2) travel advances, advances and (y3) loans to Companyits existing Domestic Subsidiaries so long as such Domestic Subsidiaries are designated as either a co-borrower hereunder or has entered into such guaranty and security documentation required by Laurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Domestic Subsidiary’s and each Eligible Subsidiaries officers and employees not exceeding at any one time an aggregate of $10,000, and (z) any Eligible Subsidiary and Txxxxx Canadaassets to secure the Obligations; (viivi) create or permit to exist any Domestic Subsidiary, other than any Domestic Subsidiary in existence on the date hereof and listed in Schedule 9(b12(b) unless such new Subsidiary is a wholly-owned Subsidiary and is designated by Federal Partners Laurus as either a co-borrower or guarantor hereunder and such Subsidiary shall have entered into all such documentation required by Federal PartnersLaurus, including, without limitation, to grant to Laurus a first priority perfected security interest in substantially all of such Subsidiary’s assets to secure the Obligations; (viiivii) directly or indirectly, prepay any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business), or repurchase, redeem, retire or otherwise acquire any indebtedness (other than to Federal Partners, to Laurus and in the ordinary course of business) except to make scheduled payments of principal and interest thereof; (ixviii) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a portion of the assets or Stock Equity Interests of any Person or permit any other Person to consolidate with or merge with it, unless (1) such Company or an Eligible Subsidiary, as applicable, is the surviving entity of such merger or consolidation, (2) no Event of Default shall exist immediately prior to and after giving effect to such merger or consolidation, (3) such Company and each Eligible Subsidiary, as applicable, shall have provided Federal Partners Laurus copies of all documentation relating to such merger or consolidation and consolidation, (4) all transactions in connection therewith shall be consummated in accordance with all applicable law, (5) the consideration payable in connection with any such acquisition does not exceed $250,000 and (6) such Company shall have provided Federal Partners Laurus with at least thirty (30) days’ prior written notice of such merger or consolidation; (xix) materially change or permit any of its Subsidiaries to change the nature of the business in which it is they are presently engaged; (xix) 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 its or any Eligible Subsidiary’s of its Domestic Subsidiaries’ right to perform the provisions of this Agreement or any of the agreements contemplated therebyAncillary Agreements; (xiixi) change its fiscal year or make any changes in accounting treatment and reporting practices without prior written notice to Federal Partners Laurus except as required by GAAP or in the tax reporting treatment or except as required by law; (xiiixii) enter into any transaction with any employee, director member or the Board or Affiliate, except in the ordinary course on arms-length terms; provided, however, that so long as (xiv1) bxxx no Event of Default exists, (ii) the Companies have achieved EBITDA of not less than $1 during the immediately preceding fiscal quarter and (iii) Laurus has received the most current version of [the Management Agreement], at the times specified and the amounts set forth in [the Management Agreement], the Companies may make the payment of the annual management fee and reimbursement of expenses to the Parent, provided, however, that payments under this clause shall in any event not exceed $250,000 during any fiscal year, (xiii) xxxx Accounts under any name except the present name of Company or any Eligible Subsidiarysuch Company; or (xvxiv) except for the sale of inventory in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its properties or assets, or any of the properties or assets of its Subsidiaries Subsidiaries, except for (collectively1) sales, leases, transfer or dispositions by any Company to any other Company, (2) the “Permitted Asset Sales”); provided, sale of Inventory in the aggregate fair market value ordinary course of all Permitted Asset Sales business and (3) the disposition or transfer in the ordinary course of business during any fiscal year shall not exceed $100,000of obsolete and worn-out Equipment and only to the extent that (x) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Laurus’ first priority security interest or are used to repay Loans or to pay general corporate expenses, or (y) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to Laurus to be held as cash collateral for the Obligations.
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