Changes in Business, Ownership, or Business Locations Clause Samples
The "Changes in Business, Ownership, or Business Locations" clause requires a party to notify the other party if there are significant changes to its business structure, ownership, or the locations from which it operates. For example, if a company is sold to new owners, merges with another entity, or moves its primary office to a new address, it must inform the other party within a specified timeframe. This clause ensures transparency and allows the other party to assess any potential impact on their contractual relationship, thereby managing risk and maintaining trust between the parties.
Changes in Business, Ownership, or Business Locations. (a) Engage in any business other than the businesses engaged in by Borrower and its Subsidiaries as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; provided that any Subsidiary may be liquidated or dissolved so long all of the assets of such Subsidiary are disposed of pursuant to a Transfer permitted by Section 7.1, or (c) consummate any transaction or series of related transactions in which (A) the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 35% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions and (B) except as permitted by Section 7.1 or Section 7.3, any Subsidiary ceases to be a direct or indirect Wholly-Owned Subsidiary of the Borrower. Borrower shall not, and shall not permit any Guarantor to, without at least thirty (30) days’ (or such shorter period agreed to by the Collateral Agent) prior written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($500,000.00) in assets or property of Borrower and the Guarantors); (B) change its respective jurisdiction of organization, (C) except as permitted by Section 7.3, change its respective organizational structure or type, (D) change its respective legal name, or (E) change any organizational number(s) (if any) assigned by its respective jurisdiction of organization.
Changes in Business, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; or (c) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital investors or strategic/collaborative partners so long as Borrower identifies to Lenders the venture capital investors or strategic/collaboration partners prior to the closing of the transaction). Borrower shall not, without at least ten (10) days prior written notice to Lenders: (A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000) in Borrower’s assets or property), (B) change its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization
Changes in Business, Ownership, 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; or (b) liquidate or dissolve. Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) 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) in Borrower’s assets or property), (2) change its jurisdiction of organization, (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.
Changes in Business, Ownership, or Business Locations. Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower or reasonably related thereto or have a material change in its ownership of greater than 25% (other than by the sale of Borrower's equity securities in a public offering). Borrower will not, without at least 30 days prior written notice, relocate its chief executive office or add any new offices or business locations in which Borrower maintains or stores over $25,000 in Borrower's assets or property. Borrower shall not change the location of any Collateral. Borrower has identified the location of its fixed assets on the Schedule to this Agreement.
Changes in Business, Ownership, or Business Locations. Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower or have a change in its ownership of greater than 25%. Borrower will not, without at least 30 days prior written notice to Bank, relocate its principal executive office or add any new offices or business locations.
Changes in Business, Ownership, or Business Locations. (a) Engage in any business other than the businesses engaged in by each Loan Party as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; or (c) enter into any transaction or series of related transactions in which the equity holders of such Loan Party who were not equity holders immediately prior to the first such transaction own more than a majority of the voting stock of such Loan Party immediately after giving effect to such transaction or related series of such transactions. Each Loan Party shall not, without at least thirty (30) days’ prior written notice to the Lender: (A) change its jurisdiction of organization, (B) change its organizational structure or type, or (C) change its legal name.
Changes in Business, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the general business engaged in by Issuer and such Subsidiary, as applicable, as of the Effective Date or any business reasonably related, ancillary or incidental thereto; or (b) liquidate or dissolve (other than as permitted by Section 7.3).
(b) Without at least ten (10) days’ prior written notice to Purchaser Agent: (A) change its chief executive office location or add any new offices (other than a new chief executive office location of any of the Obligors) or locations where Collateral is located, including warehouses (unless such new offices or locations contain less than $750,000 (provided that such amount shall increase to $2,000,000 from and after the Milestone Event) book value in assets or property of Issuer or any of its Subsidiaries or is subject to a landlord or bailee waiver, as applicable, in compliance with Section 6.10) (excluding the delivery of products to hospitals, research institutions, or contract research organizations for trial or evaluations in the ordinary course of business consistent with past practice), (B) change its jurisdiction of organization or incorporation, (C) change its organizational structure or type, (D) change its legal name or (E) change any organizational or company number (if any) assigned by its jurisdiction of organization or incorporation.
(c) Hold or maintain Inventory or Equipment with a book value in excess of $750,000 (provided that such amount shall increase to $2,000,000 from and after the Milestone Event) (other than the delivery of products to hospitals, research institutions, or contract research organizations for trial or evaluations in the ordinary course of business consistent with past practice) in any jurisdiction outside of the United States where Purchaser Agent does not have a first priority perfected security interest satisfactory to Purchaser Agent in its sole discretion in such Inventory or Equipment.
Changes in Business, Ownership, 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; (c) enter into any transaction or series of related transactions which would result in a Change in Control, other than after a Qualifying Initial Public Offering, so long as at such time Borrower’s shares continue to be sold on the NYSE, NASDAQ or other comparable registered public exchange, (d) change its organizational structure or type; (e) change its legal name; or (f) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding anything to the contrary herein or elsewhere, Borrower hereby agrees that Agent may, at any time, in its sole but reasonable discretion, request that Borrower promptly deliver to Agent a fully-executed Access Agreement in respect of (i) Borrower’s facilities at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) Catalent Pharma Solutions, LLC’s facilities at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (iii) ▇▇▇▇ Pharmica LLC’s facilities at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Bloomington, Indiana 47403, (iv) and/or any other facility, office or business location of Borrower, including any warehouse.
Changes in Business, Ownership, or Business Locations. (a) (i) Engage in or permit any of its Subsidiaries to engage in any material line of business other than those lines of business conducted by Borrower and its Subsidiaries on the date hereof and any business reasonably related, complementary, or incidental thereto or reasonable extensions thereof, or (ii) have a Change in Control, or (iii) the resignation or termination of the chief executive officer and the failure of Borrower to obtain a replacement within one hundred twenty (120) days thereafter.
(b) Borrower shall not, without prior written notice to Bank: (i) relocate its chief executive office, or add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000.00) in Borrower’s assets or property), or (ii) change its jurisdiction of organization, or (iii) change its organizational structure or type, or (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization.
Changes in Business, Ownership, or Business Locations. Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower or reasonably related thereto, or have a material change in its ownership (other than by the sale of Borrower's equity securities in a public offering or to venture capital strategic or other institutional investors so long as Borrower identifies to Bank the investors prior to the closing of the investment). Borrower shall not, without at least thirty (30) days prior written notice to Bank: (i) relocate its chief executive office, or add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000.00) in Borrower's assets or property), or (ii) change its jurisdiction of organization, or (iii) change its organizational structure or type, or (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization.