Sales and Other Dispositions. (a) The Stockholder covenants and agrees that during the term of this Agreement neither he nor any of his Affiliates shall sell, transfer, hypothecate, pledge or otherwise dispose of any shares of Voting Stock except:
(i) to the Company;
(ii) to a Person or Group not disapproved on a reasonable basis by the Required Board Approval within ten (10) Business Days after receipt of written notice to the Company from the Stockholder identifying the person or members of the Group, which immediately after the acquisition of such shares would not be the beneficial owner of more than 10% of the total voting power of shares of Voting Stock then outstanding and which acknowledges in a writing reasonably satisfactory to the Company that such Person or Group has received a copy of this Agreement and agrees to be bound by all of its provisions with respect to the Voting Stock as if such Person or Group were the Stockholder;
(iii) in a bona fide underwritten registered public offering or in the market in accordance with the timing and volume provisions of paragraph (e) of Rule 144 (whether or not applicable) and of paragraphs (f) and (g) of Rule 144, as in effect on the date hereof, under the Securities Act;
(iv) in privately negotiated sales or distributions to any Person or Group in amounts which would result in such Person or Group beneficially owning not more than 5% of the total voting power of shares of Voting Stock then outstanding;
(v) in privately negotiated sales or distributions to any Person or Group in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Person or Group beneficially owning in the aggregate less than 10% of the total voting power of shares of Voting Stock then outstanding;
(vi) in privately negotiated sales or distributions to any Financial Institution in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Financial Institution beneficially owning in the aggregate less than 15% of the total voting power of shares of Voting Stock then outstanding. "Financial Institution" is defined herein to include (A) any bank as defined in section 3(a)(2) of the Securities Act that is not affiliated to the Stockholder; or (B) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;
Sales and Other Dispositions. (a) The Borrower will not sell, transfer or otherwise dispose of, or permit any Subsidiary to sell, transfer or otherwise dispose of, any assets other than in the ordinary course of business or (b) issue, sell, transfer or otherwise dispose of, or permit any Subsidiary to issue, sell, transfer or otherwise dispose of, any shares of the capital stock of any Subsidiary (the items covered by (a) and (b) being hereinafter called a "Disposition" and the term "Disposed of" being used herein with correlative meaning), unless such Disposition is made for consideration having a value at least equal to the fair value of such property as determined in good faith by the board of directors of the Borrower and, in the case of a Disposition under (b) herein, as part of the sale of all shares or capital stock of such Subsidiary and, in the case of any such Disposition, so long as immediately after the consummation of such Disposition, and after giving effect thereto, no Default or Event of Default would exist. In addition, if immediately after the consummation of any Disposition described below, and after giving effect thereto, no Default or Event of Default would exist, the Borrower may make:
(i) a Disposition which is ordered by a court of competent jurisdiction or pursuant to the requirements of a decree, order or ruling of any governmental body (local, 44 state or federal), provided that such Disposition does not, in the opinion of the Required Lenders, impair the ability of the Borrower to perform its obligations under this Agreement and the Notes;
(ii) a Disposition by any Subsidiary to the Borrower or to any other Wholly-Owned Subsidiary or by the Borrower to any Wholly-Owned Subsidiary;
(iii) any Disposition (in a single transaction or a series of related transactions) during any fiscal quarter of assets having a fair value which, when combined with the fair value of all other assets Disposed of during such fiscal quarter and the immediately preceding three (3) fiscal quarters, constituted not more than 10% of Consolidated Total Assets at the end of the fiscal quarter then most recently ended; and
(iv) any Disposition permitted by Section 6.08; provided, further, that in no event shall the Borrower sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person.
Sales and Other Dispositions. The Company will not, and will not permit any Subsidiaries to, directly or indirectly sell, lease, abandon or otherwise transfer or dispose of any substantial amount of its assets or property, or sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except in the ordinary course of its business, except as follows:
(a) a Subsidiary of the Company, other than a Radio License Subsidiary, may transfer its assets to another Subsidiary of the Company.
(b) The Company and its Subsidiaries may, upon twenty (20) days prior written notice to the Agent and the Lenders, dispose (by sale, merger, consolidation or otherwise) of all or any part of its assets outside the ordinary course of business so long that as of the date of such disposition, and both before and after giving effect thereto, no Event of Default or Potential Event of Default exists, and, in the case of a disposition made pursuant to this clause (b),
(i) such disposition is a sale to any Person not an Affiliate of the Company for consideration equal to not less than the fair market value of the assets sold as determined in the good faith judgment of the Board of Directors of the Company or the applicable Subsidiary, at least seventy percent (70%) of which consideration shall be cash and the balance of which consideration shall be in the form of (A) transferable promissory notes which shall, together with any collateral or other credit support given to the seller to secure such promissory note, be immediately assigned to the Agent, for the benefit of the Lenders, pursuant to instruments, assignments and other documents in form and substance satisfactory to Agent and if requested by Agent, accompanied by an opinion of counsel in form and substance satisfactory to the Agent in its reasonable judgment with respect to the effectiveness and perfection of such assignment or (B) other consideration satisfactory to the Requisite Lenders in their sole discretion; provided that the amount of consideration - 55 - 65 which may be accepted in the form of transferable promissory notes or other consideration may not exceed an aggregate of Five Million Dollars ($5,000,000) at any time outstanding in respect of all dispositions made by the Company or any of its Subsidiaries; or
(ii) such disposition is an exchange with any Person not an Affiliate of the Company of assets of the Company or one of its Subsidiaries comprising one or more cable television systems or radio broadca...
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired, except:
(a) sales of inventory in the ordinary course of its business;
(b) transfers of assets or property to the Borrower or a wholly-owned Subsidiary of the Borrower, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens and Permitted Perfection Limitations;
(c) trade-ins of equipment for new equipment useful in the business of the Borrower or any of its Subsidiaries;
(d) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries, with a fair market value not exceeding $3,000,000 in the aggregate in any fiscal year;
(e) transfers of property of the Borrower or any of its Subsidiaries (other than Material Real Property) with a fair market value up to $5,000,000 in any fiscal year in like-kind exchanges pursuant to Section 1031 of the Code; provided, however, that Borrower shall be permitted to transfer parcels of real property contained within any Material Real Property subject to the limitations set forth in the preceding sentence so long as (i) such parcel(s) are not material to the business of the Borrower or any of its Subsidiaries as to be determined in the sole discretion of the Agent, and (ii) the loss in value of the parcels does not so diminish the value of such Material Real Property so that it is no longer Material Real Property as defined herein;
(f) sales or dispositions of the assets of the Borrower or any of its Subsidiaries not in the ordinary course of business with a fair market value not to exceed $1,000,000 in the aggregate in any fiscal year;
(g) transfers of assets or property constituting Investments in Permitted Joint Ventures;
(h) transfers of equipment in connection with sale-leaseback transactions provided that (i) in each case, the equipment subject to such transaction has an invoice date within one year of the date of such transfer, and (ii) the sales price of all such equipment shall not exceed $10,000,000 in the aggregate during the term of this Agreement; and
(i) other sales or dispositions of real pr...
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(i) sales of inventory in the ordinary course of its business;
(ii) transfers of assets to the Borrower or a wholly-owned Subsidiary of the Borrower which is a Guarantor, so long as such assets remain subject to a valid, perfected first priority lien in favor of the Bank;
(iii) transfers of equipment that is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries and having an aggregate sales price not exceeding USD 5,000,000 for all such sales after the Agreement Date;
(iv) abandonment or lapse of immaterial intellectual property in its business judgment; and
(v) the India Transducers Asset Sale.
Sales and Other Dispositions. (a) Perry covenants and agrees that it will not, and will cause its Affiliates and Associates not to, sell, transfer, hypothecate, pledge or otherwise dispose of any shares of Voting Stock except:
(i) to the Company; or
(ii) to a Person or Group, which immediately after the acquisition of such shares would not be the Beneficial Owner of more than (A) 20% of the total voting power of shares of Voting Stock then outstanding; or (B) 20% of the total number of shares of Common Stock then outstanding and which acknowledges in a writing reasonably satisfactory to the Company that such Person or Group has received a copy of this Agreement and agrees to be bound by all of its provisions with respect to the Voting Stock as if such Person or Group were Perry; provided, however, that the restrictions contained in this Section 3(a)(ii) shall not apply with respect to “brokers’ transactions” (as defined in Rule 144(g)) in which Perry, or its Affiliates or Associates, do not know the identity of the purchaser of the Voting Stock.
(b) Any purported sale or transfer of Voting Stock not in compliance with Section 3 of this Agreement during the term hereof shall be void and of no force or effect and the Company shall not be required to transfer any Voting Stock to the new purported owner or recognize it as a stockholder for any purpose. The Company may place legends on any certificates representing Voting Stock to the foregoing effect. Perry shall, within three business days after the execution of this Agreement, present to the Company certificates for all Voting Stock beneficially owned by Perry and each of its Affiliates and Associates to permit the Company to place such legends on such certificates.
(c) In order to enforce the terms of this Agreement, the Company may impose stop-transfer instructions with respect to the Voting Securities beneficially owned by Perry and its Affiliates and Associates.
Sales and Other Dispositions. The Borrower will not, and will not permit any Subsidiaries to, directly or indirectly, whether in a single transaction or series of related transactions, sell, lease, license, abandon or otherwise transfer or dispose of (any such transaction being a "transfer") any of its assets or property of any nature except (a) sales of inventory in the ordinary course of its business, (b) transfers to a wholly-owned Subsidiary of the Borrower or to the Borrower, (c) transfers of assets no longer used or useful in the business of the Borrower and its Subsidiaries, for substantially market value, the proceeds of which are used within ninety (90) days of transfer to purchase or otherwise acquire capital assets for use in the business of the Borrower and its Subsidiaries, (d) subject to the mandatory prepayment requirement of Subsection 1.2.6(d), transfers of assets no longer used or useful in the business of the Borrower and its Subsidiaries, for substantially market value, the proceeds of which are not used within ninety (90) days of transfer to purchase or otherwise acquire capital assets for use in the business of the Borrower and its Subsidiaries, to the extent the value thereof does not exceed $500,000.00 singly or in the aggregate in any fiscal year, (e) subject to the mandatory prepayment requirement of Subsection 1.2.6(d), other transfers specifically agreed to in writing by the Majority Lenders, and (f) the lease or sublease of real property (other than the South Carolina Property which will not be leased without the Agent's consent) not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement.
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) transfers of assets by the Borrower or a Subsidiary of the Borrower to the Borrower or a wholly-owned Subsidiary of the Borrower, so long as, with respect to transfers by the Borrower or a Subsidiary Guarantor, such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens and Permitted Perfection Limitations;
(c) transfers of equipment that is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries and having an aggregate sales price not exceeding $5,000,000 for all such sales after the Closing Date; and
(d) abandonment or lapse of Intellectual Property in the ordinary course of business using its reasonable business judgment.
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) transfers of assets to the Borrower or a wholly-owned Subsidiary of the Borrower, so long as, with respect to transfers by the Borrower or a Subsidiary Guarantor, such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens;
(c) transfers of equipment that is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries and having an aggregate sales price not exceeding $5,000,000 for all such sales after the Closing Date;
(d) abandonment or lapse of immaterial Intellectual Property in its business judgment;
(e) the VCTT Transfer; and
(f) the India Transducers Asset Sale.
Sales and Other Dispositions. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) transfers of assets by (i) the U.S. Borrower or a Subsidiary of the U.S. Borrower to the U.S. Borrower or a wholly-owned Subsidiary of the U.S. Borrower or (ii) the Canadian Borrower or a Subsidiary of the Canadian Borrower to the Canadian Borrower or a wholly-owned Subsidiary of the Canadian Borrower, so long as, with respect to transfers by a Borrower or a Subsidiary Guarantor, such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens;
(c) transfers of equipment that is obsolete or no longer used or useful in the business of the applicable Borrower or any of its Subsidiaries and having an aggregate sales price not exceeding $5,000,000 for all such sales after the Effective Date;
(d) abandonment or lapse of immaterial Intellectual Property in its business judgment;
(e) the Permitted Japanese Subsidiary Reorganization; and (f) the Permitted French Subsidiary Reorganization.
