Sale of Assets, Dissolution, Etc Sample Clauses

Sale of Assets, Dissolution, Etc. Transfer, sell, assign, lease or otherwise dispose of any of its properties or assets, or any assets or properties necessary or desirable for the proper conduct of its business, or transfer, sell, assign or otherwise dispose of any of its accounts, or contract rights to any person or entity, or change the nature of its business, wind-up, liquidate or dissolve, or agree to any of the foregoing, other than in the ordinary course of business;
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Sale of Assets, Dissolution, Etc. Sell, assign, lease or otherwise dispose of all or substantially all of its properties or assets (other than inventory), or any of its notes, accounts or contract rights, or any assets or properties necessary or desirable for the proper conduct of its business, or wind up, liquidate or dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary to do so, except, as to any such transaction, to the extent the total assets involved do not exceed, together with any other assets involved in such transactions during the same Fiscal Year, 10% of Consolidated Total Assets determined as of the end of the last fiscal quarter prior to such transaction. Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell, lease, transfer, or otherwise dispose of its assets to the Borrower or any other Restricted Subsidiary and such assets shall not be included in the foregoing calculations, (y) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any investment that is not a Subsidiary and such investment shall not be included in the foregoing calculations, and (z) upon the Borrower’s giving notice to the Lenders of the intention of the Borrower or any Restricted Subsidiary to sell, lease, transfer or otherwise dispose of assets, for value, in an amount up to 25% of Consolidated Total Assets as of the last fiscal quarter end prior to such notice, and to reinvest the proceeds within one year following such transaction, the Borrower or any Restricted Subsidiary may effect such transactions and the assets involved shall not be included in any calculation set forth in the first paragraph of this Section 6.1(e), unless (A) the Required Lenders fail to consent to the proposed transactions within 10 days following the giving of said notice, provided that such consent may not be unreasonably withheld, or (B) proceeds are not reinvested within the one year period, in which case the assets involved in the transaction shall be deemed transferred as of the expiration of such one year period and included in the calculation set forth in the first paragraph of this Section 6.1(e). Any breach of the covenant expressed in this Section 6.1(e) may be cured by the prepayment, without penalty, of an amount of the outstanding amount of the Notes as bears the same proportion to the total outstanding amount of such Note as the net book value of the assets conveyed in violation of this section shall be to the Consolidated Total Asset...
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Sale of Assets, Dissolution, Etc. The Guarantor will not, nor will it permit any of its Subsidiaries to, enter into any transaction in violation of Section 9.05(c) of the Credit Agreement, as amended from time to time.
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Sale of Assets, Dissolution, Etc. (a) Sell, lease, transfer or otherwise dispose of any of its property which is not classified as Collateral, except in the ordinary course of business for fair market value or more (as used herein “fair market value” shall be that amount which is within ten percent (10%) of the appraised value of any of such assets); (b) suffer or permit in whole or in part dissolution or liquidation; (c) enter into any arrangement, directly or indirectly, with any Person whereby Borrower shall Transfer any Property used and/or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or other Property which Borrower intends to use for substantially the same purpose or purposes as the Property being sold or transferred; or (d) make or obtain any acquisition of all or substantially all of the Property or assets of any other Person, or merge or consolidate with or into, or Transfer (whether in one transaction or in a series of transactions) all or substantially all of its Properties to any Person.
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Sale of Assets, Dissolution, Etc. Borrower shall not:
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Sale of Assets, Dissolution, Etc. Sell, assign, lease or otherwise dispose of all or substantially all of its properties or assets (other than inventory), or any of its notes, accounts or contract rights, or any assets or properties necessary or desirable for the proper conduct of its business, or wind up, liquidate or dissolve, or agree to any of the foregoing, or permit any Restricted Subsidiary to do so, except, as to any such transaction, to the extent the total assets involved do not exceed either <Page> 44
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Sale of Assets, Dissolution, Etc. (a) Sell, assign, lease, transfer or otherwise dispose of assets or properties in any fiscal year having a book value in excess of $250,000 or any stock or Indebtedness of any Subsidiary, except for (i) the sale of inventory in the ordinary course of business, and (ii) the sale of the Company's "rake and lute" division, or (b) agree to do any of the foregoing.
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Sale of Assets, Dissolution, Etc. Dissolve, liquidate, wind up, merge or consolidate or combine with another Person or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or a substantial part of its assets (whether now owned or hereafter acquired), or any of GTI's, the Borrower's or any Subsidiary's interests in real property other than (i) Asset Sales involving assets having an aggregate fair salable value of less than $500,000 during the term of this Agreement, (ii) Asset Sales having an aggregate fair salable value in excess of $500,000 during the term of this Agreement and as to which all of the Lenders have given their prior written consent, and (iii) System Asset Sales in accordance with Section 2.6.1.3.
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Sale of Assets, Dissolution, Etc. (a) Sell, assign, lease, transfer or otherwise dispose of its assets except in the ordinary and usual course of its business; or (b) agree to do any of the foregoing.
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Related to Sale of Assets, Dissolution, Etc

  • Sale of Assets Upon Dissolution Following the dissolution of the Company, the Company shall be wound up and the Board shall determine whether the assets of the Company are to be sold or whether some or all of such assets are to be distributed to the Member in kind in liquidation of the Company.

  • Sale of Assets, Consolidation, Merger, Dissolution, Etc Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, directly or indirectly,

  • Distribution of Assets on Dissolution Upon the winding up of the Company, the Company Property shall be distributed:

  • Distribution of Assets Upon Dissolution In settling accounts after dissolution, the assets of the Company shall be paid in the following order:

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6 and Section 10.7, the Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

  • Merger, Sale of Assets, etc Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

  • Merger or Sale of Assets In the event that the Company shall effect (i) any consolidation or merger of the Company with or into any other person in which those holding more than 50% of the voting power of the Company prior to the consolidation or merger no longer hold more than 50% of the voting power of the surviving entity, or (ii) the sale or other disposition of all or substantially all of the Company's assets to any other person, in such a way that the holders of Common Stock shall be entitled to receive cash, securities, evidences of indebtedness or other property with respect to or in exchange for their shares of Common Stock, then, in each such event and as a condition precedent to the consummation thereof, the Company or such other person as is formed by or survives such consolidation or merger or acquires such assets, as the case may be, shall execute and deliver to the Holder, without payment of any additional consideration therefor, a new Warrant (in form and substance approved by the Holder, which approval shall not be unreasonably withheld or delayed) providing that the Holder shall have the right thereafter, during the period such Warrant shall remain outstanding, to exercise such Warrant into the kind and amount of cash, securities, evidences of indebtedness and other property as the Holder would have received had the Holder been the record owner, at the time of such consolidation, merger, sale or disposition, of that number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the consummation of such consolidation, merger, sale or disposition. If the holders of the Common Stock may elect from choices the kind and/or amount of cash, securities, evidences of indebtedness and other property receivable upon such consolidation, merger, sale or disposition, then, for purposes of this Section 3(d), the kind and amount of cash, securities, evidences of indebtedness and other property receivable by the Holder upon exercise of such new Warrant shall be specified by the Holder, which specification shall be made by the Holder by the later of (I) ten (10) business days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, or (II) the last time at which the holders of Common Stock are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder's choice shall be deemed to be whatever choice is made by a plurality of the holders of Common Stock not affiliated with the Company or, in the case of a consolidation, merger, sale or disposition, the other parties thereto. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The foregoing provisions shall similarly apply to successive consolidations, mergers or asset acquisitions.

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