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) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, except for any Permitted Dissolutions; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within 10 days after such Key Person’s departure from Borrower; (d) permit, allow, or suffer to occur any Change in Control; or (e) without at least 10 days’ prior written notice to Bank, (i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $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 $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) 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 $250,000.00 of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Bank 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 use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.
Appears in 1 contract
Sources: Loan and Security Agreement (Environmental Impact Acquisition Corp)
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) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, except for any Permitted Dissolutions; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within 10 ten (10) days after such Key Person’s their departure from Borrower; or (d) permit, allow, permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least 10 days’ thirty (30) days prior written notice to Bank, : (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) 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 ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) 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 $250,000.00 of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee, and Bank 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 use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.
Appears in 1 contract
Sources: Loan and Security Agreement (Everspin Technologies 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; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (provided that any Subsidiary may liquidate or dissolve, except for so long as it transfers all of its assets to Borrower free and clear of any Liens (other than Permitted DissolutionsLiens)); (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within 10 days five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow, allow or suffer to occur any Change in Control; or (e) without at least 10 days’ ten (10) days prior written notice to Bank, (i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $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 $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) 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 $250,000.00 of Borrower’s assets or property, then Borrower will shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Bank 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 shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.
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) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, except for any Permitted Dissolutionsdissolve (provided that a Subsidiary may liquidate or dissolve so long as the assets of such Subsidiary are transferred to Borrower or another Subsidiary free and clear of all Liens); (c) fail to provide notice to Bank of any Key Person Persons departing from or ceasing to be employed by Borrower within 10 five (5) days after such Key Person’s their departure from Borrower; (d) permit, allow, allow or suffer to occur any Change in Control; or (e) without at least 10 days’ 15 days prior written notice to Bank, (i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $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 $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) 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 $250,000.00 of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Bank 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 use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.
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) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, dissolve (except for any Permitted Dissolutionsas permitted by Section 6.3); (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within 10 ten (10) days after such Key Person’s departure from Borrower; (d) permit, allow, allow or suffer to occur any Change in Control; or (e) without at least 10 days’ 30 days prior written notice to Bank, (i) add any new offices or business locationslocations in the United States, including warehouses (unless such new offices or business locations contain less than $250,000.00 [*] in Borrower’s assets or propertyproperty (excluding tenant improvements)) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 [*] to a bailee at a location in the United States other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate (excluding Inventory or other property held with contract manufacturers), (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locationslocations in the United States, including warehouses, containing in excess of $250,000.00 [*] of Borrower’s assets or propertyproperty (excluding Inventory or other property held with contract manufacturers), then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 [*] to a baileebailee in the United States (excluding Inventory or other property held with contract manufacturers), and Bank 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 use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.
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