Sale of Assets, Merger, Subsidiaries, Tradenames, Conduct of Business Sample Clauses

Sale of Assets, Merger, Subsidiaries, Tradenames, Conduct of Business. The Borrower shall not (a) except for the sale of obsolete equipment not to exceed the aggregate sum of $150,000.00 in any fiscal year and except in the ordinary course of business, sell, lease, transfer or otherwise dispose of, any of its assets, (b) consolidate with, merge into, enter into partnerships or joint ventures with or make investments in any other entity, or permit any other entity to consolidate with or merge into it, (c) acquire all or substantially all of the assets or business of any other company, person or entity, or (d) create or acquire any subsidiaries or conduct business under any other tradenames without the prior written consent of the Bank. The Borrower has no subsidiaries and conducts business only in the name(s) of the Borrower and Clydx X.
Sample 1
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Sale of Assets, Merger, Subsidiaries, Tradenames, Conduct of Business. The Borrower shall not (a) except in the ordinary course of business, sell, lease, transfer or otherwise dispose of, any of its assets, if, after giving effect to such sale, lease, transfer or other disposition of assets, the Borrower would not either (i) own Unencumbered Securities having an aggregate Market Value greater than or equal to $50,000,000.00, or (ii) maintain a Debt Service Coverage Ratio of greater than or equal to 1.30 to 1.00, (b) consolidate with, merge into, or permit any other entity to consolidate with or merge into it, or (c) create or acquire any subsidiaries or conduct business under any other tradenames without the prior written consent of the Bank.
Sample 1
Sale of Assets, Merger, Subsidiaries, Tradenames, Conduct of Business. No Subsidiary will (a) except in the ordinary course of business or upon the prior written consent of the Administrative Agent and the Required Banks (as hereinafter defined), sell, transfer or otherwise dispose of any personal property asset in any fiscal year having a value in excess of $25.00, sell, transfer or otherwise dispose of personal property assets in one or more transactions in any fiscal year having an aggregate value that, when added to all dispositions of personal property assets by such Subsidiary, the Company and all other Subsidiaries during such fiscal year, exceeds $50.00 in the aggregate, or sell, transfer or otherwise dispose of any real estate; (b) except upon the prior written consent of the Administrative Agent and the Required Banks, consolidate or merge with, enter into partnerships or joint ventures with or make investments in any person or entity, or permit any person or entity to consolidate with or merge into it, or acquire all or substantially all of the stock, beneficial interests, assets or business of any person or entity; or (c) conduct business under any tradenames except upon 30 days' prior written notice to and the delivery of any documents or instruments reasonably requested by the Administrative Agent. Except as disclosed in Schedule 4.3 attached hereto, no Subsidiary has any subsidiaries and each Subsidiary conducts business only in the name of such Subsidiary. No Subsidiary shall engage in any business other than the business engaged in by such Subsidiary on the date hereof and any business or activities which are substantially similar or related thereto, or derived therefrom, without the prior written consent of the Administrative Agent and the Required Banks.
Sample 1
Sale of Assets, Merger, Subsidiaries, Tradenames, Conduct of Business. The Borrower shall not (a) except in the ordinary course of business, sell, lease, transfer or otherwise dispose of,
Sample 1
Sale of Assets, Merger, Subsidiaries, Tradenames, Conduct of Business. The Company will not (a) except in the ordinary course of business or upon the prior written consent of the Administrative Agent and the Required Banks (as hereinafter defined), sell, transfer or otherwise dispose of any personal property asset in any fiscal year having a value in excess of $50,000.00, sell, transfer or otherwise dispose of personal property assets in one or more transactions in any fiscal year having an aggregate value that, when added to all dispositions of personal property assets by the Company during such fiscal year, exceeds $100,000.00, or sell, transfer or otherwise dispose of any real estate; (b) except for the Imation Asset Purchase and except upon the prior written consent of the Administrative Agent and the Required Banks, consolidate or merge with, enter into partnerships or joint ventures with or make investments in any person or entity, or permit any person or entity to consolidate with or merge into it, or acquire all or substantially all of the stock, beneficial interests, assets or business of any person or entity; or (c) conduct business under any tradenames except upon 30 days' prior written notice to and the delivery of any documents or instruments reasonably requested by the Administrative Agent. The proceeds from any sale, financing or refinancing of real property owned by the Company (less applicable taxes and expenses of sale) shall be delivered by the Company to the Administrative Agent, for the ratable benefit of the Banks, immediately upon the closing of such sale or refinancing. The Banks shall apply such proceeds first to payments of principal under the Term Loan (in inverse order of maturity) and then to sums outstanding in connection with the Revolving Loan. Notwithstanding the foregoing terms of this paragraph, the Company shall not be required to deliver to the Administrative Agent the proceeds from any construction mortgage financing or permanent mortgage financing of certain vacant real property (the "Vacant Dublin Property") adjacent to the Company's existing office building located at 7001 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxx (xxe "Dublin Office Property"), it being the intention of the Company to incur mortgage loan indebtedness in order to construct on the Vacant Dublin Property a warehouse complex. Except as disclosed in Schedule 4.3 attached hereto, the Company has no subsidiaries and conducts business only in the name of the Company. The Company shall not engage in any business other than the businesse...
Sample 1

Related to Sale of Assets, Merger, Subsidiaries, Tradenames, Conduct of Business

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Conduct of Business by Parent (a) From and after the date hereof and prior to the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law, (ii) as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply in all material respects with all applicable Laws; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of Business by Parent Pending the Merger Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub:

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Interim Conduct of Business (a) Except (i) as contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its reasonable best efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organization.

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • Conduct of Business by the Company During the period from the date of this Agreement to the earlier to occur of (i) the date of the termination of this Agreement and (ii) the Effective Time, except as set forth in this Section 4.01(a) of the Company Disclosure Letter or as consented to in writing by Parent (such consent not to be unreasonably withheld or delayed) or as otherwise permitted, contemplated or required by this Agreement or required by Law, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and in compliance with all material Laws and all material authorizations from Governmental Entities prior to the Closing and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization and goodwill, preserve its assets and properties in good repair and condition, maintain capital expenditure levels consistent with past practices, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors, and others having significant business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of (i) the date of the termination of this Agreement and (ii) the Effective Time, except as otherwise set forth in Section 4.01(a) of the Company Disclosure Letter or as otherwise permitted, contemplated or required by this Agreement or required by Law, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed):

  • 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.

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CenterState Disclosure Schedule or the South State Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of South State and CenterState shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of either South State or CenterState to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • Assets Necessary to Business The Purchased Assets include all property and assets (except for the Excluded Assets), tangible and intangible, and all leases, licenses and other agreements, which are necessary to permit Buyer to carry on, or currently used or held for use in, the business of the Restaurant as presently conducted and as conducted immediately prior to the Closing Date.

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