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
Appears in 2 contracts
Sources: Loan and Security Agreement (Anacor Pharmaceuticals, Inc.), Loan and Security Agreement (Anacor Pharmaceuticals Inc)
Changes in Business, Ownership, or Business Locations. Without the prior written consent of the Collateral Agent, which consent shall not be unreasonably withheld or delayed: (a) Engage 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 of the Effective Date applicable, 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 offering 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 any PIPE transaction). Borrower shall not, without at least ten fifteen (1015) days prior written notice to LendersCollateral Agent: (A1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Twenty-Five Thousand Dollars ($100,00025,000) in Borrower’s assets or property), (B2) change its jurisdiction of organization, (C3) change its organizational structure or type, (D4) change its legal name, or (E5) change any organizational number (if any) assigned by its jurisdiction of organization.
Appears in 1 contract
Sources: Loan and Security Agreement (Somaxon Pharmaceuticals, Inc.)