Common use of Sale of Stock and Assets Clause in Contracts

Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party 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) or any of its Accounts, other than (a) the sale of Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party or any Foreign Subsidiary of Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets having a value not exceeding $5,000,000 in the aggregate in any Fiscal Year; (e) leases and subleases of Real Estate not materially interfering with the ordinary conduct of business of the applicable Credit Parties and otherwise consented to by Agent which consent will not be unreasonably withheld; and (f) the sale of all or substantially all of the assets of the Forestry Division so long as (i) no Default or Event of Default exists or would be caused thereby, (ii) Borrowers have delivered updated Projections after giving Pro Forma effect to such disposition, in form and substance satisfactory to Agent, which shall be substantially similar to the Pro Forma Projections delivered to Agent prior to the Fifth Amendment Effective Date, (iii) the disposition is on terms and conditions, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained in the draft purchase agreement delivered to Agent prior to the Fifth Amendment Effective Date, (iv) net cash proceeds of the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such net cash proceeds in accordance with Section 1.3(b). With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d) or (f) 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 Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements, PPSA financing change statements and other releases as are reasonably requested by Borrowers.” (c) Section 9 of the Credit Agreement, Assignment and Participations; Appointment of Agent and Canadian Agent, is hereby amended and modified by adding the following Section 9.12 immediately following Section 9.11.

Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party 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) or any of its their Accounts, other than (a) the sale of Inventory, license Inventory (including the sale of Intellectual Property or the use of cash or cash equivalents, in each case, Inventory held primarily for rental purposes) in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or any Foreign Subsidiary of Equipment or Fixtures Real Estate that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets 's business and having a value not exceeding Cdn. $5,000,000 150,000 (or the Equivalent Amount thereof) in any single transaction or Cdn. $300,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year; , (ec) leases other Equipment and subleases of Real Estate Fixtures having a value not materially interfering with exceeding Cdn. $25,000 (or the ordinary conduct of business of Equivalent Amount thereof) in any single transaction or Cdn. $50,000 (or the applicable Credit Parties and otherwise consented to by Agent which consent will not be unreasonably withheld; Equivalent Amount thereof) in the aggregate in any Fiscal Year and (fd) the sale of all or substantially all any Real Estate to a Person not an Affiliate of the assets of the Forestry Division Borrower for not less than fair market value, so long as (i) no Default or Event of Default exists or would Lender has given its prior written consent thereto (such consent not to be caused therebyunreasonably withheld), (ii) Borrowers have delivered updated Projections after giving Pro Forma effect to if any Collateral remains on such dispositionpremises, a landlord's agreement, mortgagee agreement or bailee letter, as applicable, or any other applicable Lien waiver, which is in form and substance satisfactory to AgentLender, which shall be substantially similar in its sole discretion, has been entered into with respect to the Pro Forma Projections delivered to Agent prior to the Fifth Amendment Effective Datesuch Real Estate, and (iii) the disposition Borrower is on terms otherwise in compliance with Sections 5.9 and conditions, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained in the draft purchase agreement delivered to Agent prior to the Fifth Amendment Effective Date, (iv) net cash proceeds of the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such net cash proceeds in accordance with Section 1.3(b)5.10. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), ) and (d) or (f) above, subject to Section 1.3(b), Agent agrees Lender agrees, on reasonable prior written notice notice, to release its Lien on such assets or other properties in order to permit assist the applicable Credit Party to effect in effecting such disposition and shall execute and deliver to BorrowersBorrower, at Borrowers’ Borrower's expense, appropriate UCC-3 termination statements, PPSA financing change statements and other appropriate releases covering such assets and other properties as are reasonably requested by BorrowersBorrower.” (c) Section 9 of the Credit Agreement, Assignment and Participations; Appointment of Agent and Canadian Agent, is hereby amended and modified by adding the following Section 9.12 immediately following Section 9.11.

Sale of Stock and Assets. No Except for mergers permitted by Section 6.1(a)(ii)(c) and in connection with capital contributions permitted by Section 6.2, no Credit Party shall, or executing this Agreement shall permit any Subsidiary of any Credit Party to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including its capital Stock or the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwiseotherwise but subject, in the case of Liposome to the provisions of Section 6.5(b)) or any of its their Accounts, other than (a) the sale of Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by such a Credit Party of Equipment, Fixtures or any Foreign Subsidiary of Equipment or Fixtures Real Estate that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; 's business and (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets Equipment and Fixtures having a value not exceeding $5,000,000 * in any single transaction or $* in the aggregate in any Fiscal Year; , provided, that any Credit Party executing this Agreement (eother than the Intermediary Holding Company) leases and subleases shall be permitted to sell, transfer, convey, assign or otherwise dispose of Real Estate any of its properties or other assets (other than cash) to any other Credit Party executing this Agreement (other than the Intermediary Holding Company) except that Liposome (other than as otherwise permitted by Section 6.2) shall not materially interfering with the ordinary conduct of business be permitted to dispose of the applicable Credit Parties and otherwise consented to by Agent which consent will not be unreasonably withheld; and (f) the sale Capital Stock of all any of its Subsidiaries or substantially all of the any Intellectual Property or other assets of the Forestry Division so long as (i) no Default or Event of Default exists or would be caused thereby, (ii) Borrowers have delivered updated Projections after giving Pro Forma effect to such disposition, in form and substance satisfactory to Agent, which shall be substantially similar related to the Pro Forma Projections delivered manufacture, use or distribution of Amphotericin B or ABELCET (or any derivative thereof) or make any disposition if such disposition would in any way impair the ability of Liposome to Agent prior to the Fifth Amendment Effective Datemanufacture, use or distribute Amphotericin B or ABELCET (iii) the disposition is on terms and conditions, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained in the draft purchase agreement delivered to Agent prior to the Fifth Amendment Effective Date, (iv) net cash proceeds of the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such net cash proceeds in accordance with Section 1.3(bor any derivative thereof). ___________________________ * Confidential treatment requested. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) and clause (c), (d) or (f) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release or cause to be released by Collateral Agent, to the extent applicable, its or Collateral Agent's, as applicable, 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 Borrowers, at Borrowers’ ' expense, appropriate UCC-3 termination statements, PPSA financing change statements and other releases as are reasonably requested by Borrowers.” (c) Section 9 of the Credit Agreement, Assignment and Participations; Appointment of Agent and Canadian Agent, is hereby amended and modified by adding the following Section 9.12 immediately following Section 9.11.

Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its their Accounts, other than (a) the sale of Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or any Foreign Subsidiary of Equipment or Fixtures Real Estate that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets 's business and having a value not exceeding $5,000,000 250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; , (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year, (d) the disposition of Silly Slammers in connection with the Borrower's discontinuation of such product line, (e) leases and subleases of Real Estate not materially interfering with the ordinary conduct of business disposition of the applicable Credit Parties and otherwise consented to stock of E-greetings Network, Inc. owned by Agent which consent will not be unreasonably withheld; and Borrower provided that at least fifty percent (50%) of the proceeds of such sale is in cash, (f) the sale by Borrower of all or substantially all its Fishwick Road real property, (g) the sale by Borrower of the assets Obsolete Capital Equipment and (h) the sale by Borrower of its stock in the Forestry Division so long as (i) no Default or Event of Default exists or would be caused therebyInk Group Entities pursuant to the Shareholders Agreements, (ii) Borrowers have delivered updated Projections after giving Pro Forma effect provided that prior to such dispositionsale, all intercompany loans owed by the Ink Group to Borrower shall have been paid in form and substance satisfactory to Agent, which shall be substantially similar to the Pro Forma Projections delivered to Agent prior to the Fifth Amendment Effective Date, (iii) the disposition is on terms and conditions, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained in the draft purchase agreement delivered to Agent prior to the Fifth Amendment Effective Date, (iv) net cash proceeds of the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such net cash proceeds in accordance with Section 1.3(b)full. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) and clause (c), (d) or (f) 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 BorrowersBorrower, at Borrowers’ Borrower's expense, appropriate UCC-3 termination statements, PPSA financing change statements and other releases as are reasonably requested by Borrowers.” (c) Section 9 Borrower. Notwithstanding any other provision of this Agreement, if the minority shareholders of the Credit AgreementInk Group Entities initiate the process contemplated by the buy/sell provisions of the Shareholders Agreements and, Assignment as a result thereof, Borrower is required thereby to elect either to purchase or sell stock of the Ink Group Entities, but such purchase or sale would otherwise be prohibited by this Article 6, Borrower may do so if (x) Borrower submits a proposal therefor in reasonable detail to Agent at least 15 Business Days prior to the anticipated closing of such purchase or sale and Participations; Appointment of (y) Agent and Canadian Agentconsents thereto, is hereby amended and modified by adding the following Section 9.12 immediately following Section 9.11such consent not to be withheld unreasonably.

Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its their Accounts, other than (a) the sale of Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or any Foreign Subsidiary of Equipment or Fixtures Real Estate that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets 's business and having a value not exceeding $5,000,000 500,000 in the aggregate in any Fiscal Year; , (c) to the extent set forth on Disclosure Schedule 6.8, the sale of certain real estate and related assets described therein, (d) the consummation of sale-leasebacks and synthetic leases permitted under Section 6.12, (e) leases and subleases the transfer of Real Estate not materially interfering with the ordinary conduct of business of the applicable assets from one Credit Parties and otherwise consented Party to by Agent which consent will not be unreasonably withheld; and another Credit Party, (f) investments permitted pursuant to Section 6.2, (g) the sale issuance of all Stock of a Subsidiary of a Credit Party to any other Credit Party or substantially the issuance of Stock of a Subsidiary of a Credit Party pro rata to all of its holders in a manner that does not dilute the assets Stock of such Credit Party, (h) the Forestry Division so long as issuance of Stock of a Subsidiary of a Credit Party to officers, employee or directors pursuant to an employee stock purchase plan or similar employee benefit plan or arrangement in the ordinary course of business and (i) no Default the sale, transfer, conveyance or Event other disposition by a Credit Party of Default exists or would be caused thereby, (ii) Borrowers have delivered updated Projections after giving Pro Forma effect to such disposition, in form other Equipment and substance satisfactory to Agent, which shall be substantially similar to the Pro Forma Projections delivered to Agent prior to the Fifth Amendment Effective Date, (iii) the disposition is on terms and conditions, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained Fixtures having a value not exceeding $1,500,000 in the draft purchase agreement delivered to Agent prior to the Fifth Amendment Effective Date, (iv) net cash proceeds of the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such net cash proceeds aggregate in accordance with Section 1.3(b)any Fiscal Year. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) through clause (c), (d) or (fi) 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 BorrowersBorrower, at Borrowers’ Borrower's expense, appropriate UCC-3 termination statements, PPSA financing change statements and other releases as are reasonably requested by BorrowersBorrower.” (c) Section 9 of the Credit Agreement, Assignment and Participations; Appointment of Agent and Canadian Agent, is hereby amended and modified by adding the following Section 9.12 immediately following Section 9.11.

Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party 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) or any of its Accounts, other than (a) the sale of Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, in the ordinary course of business, and ; (b) the sale, transfer, conveyance or other disposition by a Credit Party or any Foreign Subsidiary of Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets having a value not exceeding $5,000,000 in the aggregate in any Fiscal Year; (e) leases and subleases of Real Estate not materially interfering with the ordinary conduct of business of the applicable Credit Parties and or otherwise consented to by Agent which consent will not be unreasonably withheld; and (f) the sale sale, transfer, conveyance or other disposition of all non-core assets acquired in connection with any Permitted Acquisition or substantially all of the assets of the Forestry Division other permitted investment hereunder so long as such sale, transfer, conveyance or other disposition occurs not later than 12 months after the date of such Permitted Acquisition or other permitted investment, is for fair market value and no Default or Event of Default exists or would be caused thereby; (ig) the sale, transfer, conveyance or other disposition of the Borrowers’ production facility in Milan, Tennessee so long as no Default or Event of Default shall have occurred and be continuing and such sale, transfer, conveyance or other disposition is for fair market value; (h) so long as no Default or Event of Default exists or would be caused thereby, (ii) Borrowers have delivered updated Projections after giving Pro Forma effect the factoring of accounts receivable owned by the Credit Parties to such disposition, in form and substance satisfactory to Agent, which shall be substantially similar to the Pro Forma Projections delivered to Agent prior to the Fifth Amendment Effective Date, (iii) the disposition is any Foreign Subsidiary of Holdings on terms and conditions, including, without limitation, requirements that the payment of the applicable purchase price be paid in cash, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained in the draft purchase agreement delivered to Agent prior to the Fifth Amendment Effective Date, (iv) net cash proceeds of the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such net cash proceeds in accordance with Section 1.3(b)Agent. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (f), (g) or (fh) 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 Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements, PPSA financing change statements and other releases as are reasonably requested by Borrowers.” (c) Section 9 of the Credit Agreement, Assignment and Participations; Appointment of Agent and Canadian Agent, is hereby amended and modified by adding the following Section 9.12 immediately following Section 9.11.

Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party 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) or any of its Accounts, other than (a) the sale of Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, Inventory in the ordinary course of business, and (b) the sale, transfer, conveyance or other disposition by a Credit Party or any Foreign Subsidiary of Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets 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) leases and subleases the sale for consideration comprised solely of Real Estate not materially interfering with cash in the ordinary conduct 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 applicable Credit Parties and otherwise consented to by Agent which consent will not be unreasonably withheld; aggregate in any Fiscal Year, and (f) the sale of all or substantially all of the assets of the Forestry Division so long as (i) no Default or Event of Default exists or would be caused thereby, (ii) Borrowers have delivered updated Projections after giving Pro Forma effect to such disposition, in form and substance satisfactory to Agent, which shall be substantially similar to the Pro Forma Projections delivered to Agent prior to the Fifth Amendment Effective Date, (iii) the other disposition is on terms and conditions, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained in the draft purchase agreement delivered to Agent prior to ordinary course of business of Accounts which do not constitute Eligible Accounts and for which the Fifth Amendment Effective DateAccount Debtors are in bankruptcy, (iv) net cash proceeds insolvent or the Accounts of the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such net cash proceeds which are classified in accordance with Section 1.3(bGAAP by a Borrower or Credit Party as bad debts; 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), (d) or 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 effect such disposition and shall execute and deliver to BorrowersBorrower Representative, at Borrowers’ expense, appropriate UCC-3 termination statements, PPSA financing change statements and mutually acceptable documentation evidencing such Agent’s release of its Lien on such assets or other releases as are reasonably requested by Borrowersproperties.” (c) Section 9 of the Credit Agreement, Assignment and Participations; Appointment of Agent and Canadian Agent, is hereby amended and modified by adding the following Section 9.12 immediately following Section 9.11.