Sale of Stock and Assets Sample Clauses
The 'Sale of Stock and Assets' clause defines the terms under which a company or individual may transfer ownership of its shares or tangible/intangible assets to another party. This clause typically outlines what constitutes stock or assets, the process for valuing and transferring them, and any conditions or restrictions on such sales, such as required approvals or notice periods. Its core function is to provide a clear framework for these transactions, ensuring both parties understand their rights and obligations, and to prevent disputes by specifying how ownership changes are to be handled.
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Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except:
(i) The sale, lease or other disposition of Inventory, Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property;
(ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes;
(iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000;
(iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3);
(v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2;
(vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;
(vii) as permitted by either of Sections 6.1 and 6.12;
(viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party;
(ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and
(x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed a...
Sale of Stock and Assets. No Loan Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment and Fixtures that are obsolete or no longer used or useful in such Credit Party's business and having a sales price not exceeding $100,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year; and (c) other Equipment and Fixtures having a value not exceeding $100,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clauses (b) and (c) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Loan Party to effect such disposition and shall execute and deliver to Borrowers, at Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrowers.
Sale of Stock and Assets. The Seller shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets, including its capital Stock (whether in a public or a private offering or otherwise), any Transferred Receivable or Contract therefor or any of its rights with respect to any Lockbox or any Lockbox Account, the Collection Account, the Retention Account or any other deposit account in which any Collections of any Transferred Receivable are deposited except as otherwise expressly permitted by this Agreement or any of the other Related Documents.
Sale of Stock and Assets. The Borrower shall not sell, transfer, convey, assign or otherwise dispose of, or assign any right to receive income in respect of, any of its properties or other assets or any of its Stock (whether in a public or a private offering or otherwise), any Transferred Receivable or Contract therefor or any of its rights with respect to any Lockbox or any Account except as otherwise expressly permitted by this Agreement or any of the other Related Documents.
Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having an appraised value not exceeding $100,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clause (b) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.
Sale of Stock and Assets. Except as set forth herein, no Credit Party shall, or shall permit any of its Restricted Subsidiaries to, sell, transfer, convey, assign or otherwise Dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise), other than:
(a) the Disposition (including the abandonment of intellectual property) of obsolete, no longer used or useful, surplus, uneconomic, negligible or worn out property in the ordinary course of business;
(b) the sale of inventory in the ordinary course of business;
(c) Dispositions permitted by clause (i) of Section 7.1(c);
(i) the sale or issuance of any Subsidiary’s Stock to any Borrower or any Subsidiary Guarantor and (ii) the sale or issuance of Stock of Visteon to any employee (and, where required by law, to any officer or director) under any employment or compensation plans or to qualify such officers and directors;
(e) the Disposition of Receivables and any Related Security and Other Factoring Assets in any Permitted Factoring Program or the Disposition of Receivables, any Related Security or Other Securitization Assets in connection with any Permitted Receivables Financing so long as (i) such assets are not included in Collateral, (ii) such Disposition is for cash at fair market value and on a non-recourse basis by non-Credit Parties and (iii) the book value of all such Receivables, Related Security, Other Factoring Assets and Other Securitization Assets subject to the Permitted Factoring Program and/or Permitted Receivables Financing at any one time do not exceed $100,000,000 (without regard to adverse changes in the exchange rate) in the aggregate plus an additional $50,000,000 (without regard to adverse changes in the exchange rate) in the aggregate if purchase orders of Visteon Sistemas Interiores Espana, S.L. have not been transferred to Visteon Electronics Corporation;
(f) the sale of the Stock of Halla so long as (i) the non-cash consideration for any such sale does not exceed the amount permitted under Section 7.2(p) and (ii) after giving effect to any such sale, Visteon continues to hold, directly or indirectly, at least 51% of the Stock of Halla and continues to control the same ratio (or better) of board seats of Halla as it does on the Closing Date; provided that the Net Cash Proceeds of any such sale are applied to repay the Obligations to the extent required by Section 2.3(b);
(g) the Disposition of other property not otherwis...
Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, and (b) the sale or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a book value not exceeding $150,000 in the aggregate in any Fiscal Year; (c) the sale or other disposition of other Equipment and Fixtures having a book value not exceeding $150,000 in the aggregate in any Fiscal Year; and (d) the sale of the Stock of any of the Inactive Subsidiaries.
Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the Business and having a book value not exceeding US$250,000 in the aggregate in any Fiscal Year, (c) the sale or other disposition of other assets having a book value not exceeding US$25,000 in the aggregate in any Fiscal Year, and (d) the sale or other disposition of a Vessel, provided that (i) no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (ii) the net proceeds of such sale shall not be less than the greater of: (x) 75% of the fair market value of such Vessel as of the Restatement Closing Date (as determined by reference to the appraisal delivered on or prior to the Restatement Closing Date) and (y) 75% of the appraised fair market value of such Vessel at the time of such sale and (iii) following such sale or disposition and after the net proceeds have been applied in accordance with Section 1.3(c) hereof to prepay the US Term Loans or the Cdn. Term Loan, as applicable, (A) if a Cdn. Vessel is sold, the aggregate principal amount of all outstanding Cdn. Term Loans shall not exceed 80% of the orderly liquidation value of the remaining Cdn. Vessels and (B) if a US Owned Vessel is sold, the aggregate principal amount of all outstanding US Term Loans shall not exceed 80% of the orderly liquidation value of the remaining US Owned Vessels. Without the consent of the Lenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be permitted during the existence of a Default or an Event of Default.
Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party’s business and having a book value not exceeding $1,000,000 in any single transaction or $5,000,000 in the aggregate in any Fiscal Year, (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year, (d) the true sale by any US Borrower of Accounts pursuant to the Permitted Receivables Financing, (e) the sale for consideration comprised solely of cash, (i) of Borrowers’ B▇▇▇▇ Electric facility in Phoenix, Arizona to non-affiliates on an arms-length basis and (ii) sales in the ordinary course of business consistent with past practices, of real property owned in fee simple by a Credit Party having a value not exceeding $1,000,000 in any single transaction or $5,000,000 in the aggregate in any Fiscal Year, and (f) the one-time sale by Borrowers of Accounts and Inventory and other related personal property of Borrowers’ Avon Datacom unit, with an aggregate value for all such Accounts, Inventory and other related personal property not to exceed $3,000,000 in the aggregate, for a purchase price comprised of cash and no more than $300,000 in the form of a promissory note (the “Avon Datacom Note”) made by members of the management team of Avon Datacom in favor of Borrowers in an arm’s length transaction for an arm’s length purchase price; provided, that, in the case of clause (f), the Avon Datacom Note is pledged to the Applicable Agent, on behalf of itself and Lenders, as additional Collateral; provided, further, that, in each of the foregoing circumstances, the entire net proceeds therefrom shall be applied to prepay the Loans (without any corresponding reduction in the Revolving Loan Commitment). With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c) and (f) above, subject to Section 1.3(b), each Applicable Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to eff...
Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a book value, not exceeding $50,000 in any single transaction or $150,000 in the aggregate in any Fiscal Year, and (c) the sale or other disposition of other Equipment and Fixtures having a book value not exceeding $50,000 in any single transaction or $150,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clause (b) and clause (c), Agent agrees on reasonable prior written notice and absent the existence of a Default or Event of Default, to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower Representative, at Borrowers’ expense, appropriate UCC termination statements and other releases as reasonably requested by Borrowers.