Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) wind-up, liquidate or dissolve; (c) fail to provide notice to Lender of any Key Person departing from or ceasing to be employed by Borrower within ten (10) days after such Key Person’s departure from Borrower; or (d) permit or suffer any Change in Control; provided that the foregoing clause (d) shall not apply to any Change in Control pursuant to which the Obligations (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of the Loan Documents) are paid in full in cash contemporaneously with the close or consummation of such transaction. Borrower shall not, without at least thirty (30) days prior written notice to Lender: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization or change the location of its chief executive office or registered office, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization.
Appears in 1 contract
Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) wind-up, liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Lender Agent and Lenders of any Key Person departing from or ceasing to be employed by Borrower within ten (10) days Business Days after such Key Person’s departure from Borrowerdeparture; or (d) permit permit, allow or suffer to occur any Change in Control; provided that the foregoing clause or (de) shall not apply to any Change in Control pursuant to which the Obligations (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of the Loan Documents) are paid in full in cash contemporaneously with the close or consummation of such transaction. Borrower shall not, without at least thirty ten (3010) days prior written notice to Lender: Agent, (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($50,000250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($50,000250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization or change the location of its chief executive office or registered officeorganization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) change any organizational number (if any) assigned by its jurisdiction of organization.. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Two Hundred Fifty Thousand Dollars ($250,000) of Borrower’s assets or property, then Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. WEST\295152977.6
Appears in 1 contract
Sources: Loan and Security Agreement (Ziopharm Oncology Inc)
Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto, as reasonably determined by Borrower; (b) wind-up, liquidate or dissolve; (c)
(i) fail to provide notice to Lender of any Key Person departing from or ceasing to be employed by Borrower within ten five (105) days after such Key Person’s departure from Borrower; or (dii) permit or suffer any Change in Control; provided that the foregoing clause (d) shall not apply to any Change in Control pursuant to which the Obligations (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of the Loan Documents) are paid in full in cash contemporaneously with the close or consummation of such transaction. Borrower shall not, without at least thirty (30) days prior written notice to Lender: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, ; (2e) change its jurisdiction of organization or change the location of its chief executive office or registered office, organization; (3f) change its organizational structure or type, ; (4g) change its legal name, ; or (5h) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral to a bailee, and Lender and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Lender (which consent shall not be unreasonably withheld), and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Lender.
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Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto, including the purchase of Borrower Purchased Customer Loans; (b) wind-wind up, liquidate liquidate, dissolve or dissolvedispose of all or substantially all of its property or business, or permit any of its Subsidiaries to wind up, liquidate, dissolve or dispose of all or substantially all of their respective property or business (other than any Permitted Warehouse SPV, which shall be permitted so wind up, liquidate, dissolve or dispose of all or substantially of its property or business into or to Borrower); (c) fail to provide notice to Lender Bank of any the Key Person departing from or ceasing to be employed by Borrower within ten five (105) days Business Days after such Key Person’s his departure from Borrower; or (d) permit permit, allow or suffer to occur any Change in Control; provided that the foregoing clause or (de) shall not apply to any Change in Control pursuant to which the Obligations (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of the Loan Documents) are paid in full in cash contemporaneously with the close or consummation of such transaction. Borrower shall not, without at least thirty (30) 30 days prior written notice to Lender: Bank, (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) 250,000.00 in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) 250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization organization, (iii) change, or change the location permit any of its chief executive office or registered officeSubsidiaries to change, (3) change its respective organizational structure or type, (4iv) change change, or permit any of its Subsidiaries to change, its legal name, or (5v) change change, or permit any of its Subsidiaries to change, any organizational number (if any) assigned by its jurisdiction of organization.
Appears in 1 contract
Sources: Loan and Security Agreement (Sunlight Financial Holdings Inc.)
Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto, including the purchase of Borrower Purchased Customer Loans; (b) wind-wind up, liquidate liquidate, dissolve or dissolvedispose of all or substantially all of its property or business, or permit any of its Subsidiaries to wind up, liquidate, dissolve or dispose of all or substantially all of their respective property or business (other than any Permitted Warehouse SPV, which shall be permitted so wind up, liquidate, dissolve or dispose of all or substantially of its property or business into or to Borrower); (c) fail to provide notice to Lender Bank of any the Key Person departing from or ceasing to be employed by Borrower within ten five (105) days Business Days after such Key Person’s his departure from Borrower; or (d) permit permit, allow or suffer to occur any Change in Control; provided that the foregoing clause or (de) shall not apply to any Change in Control pursuant to which the Obligations (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of the Loan Documents) are paid in full in cash contemporaneously with the close or consummation of such transaction. Borrower shall not, without at least thirty (30) days prior written notice to Lender: Bank, (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) [TEXT REDACTED] in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) [TEXT REDACTED] to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization organization, (iii) change, or change the location permit any of its chief executive office or registered officeSubsidiaries to change, (3) change its respective organizational structure or type, (4iv) change change, or permit any of its Subsidiaries to change, its legal name, or (5v) change change, or permit any of its Subsidiaries to change, any organizational number (if any) assigned by its jurisdiction of organization.
Appears in 1 contract
Sources: Loan and Security Agreement (Sunlight Financial Holdings Inc.)