Common use of Fundamental Changes; Disposition of Assets Clause in Contracts

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), except: (a) any Subsidiary of Company may be merged with or into Company or any Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Wholly-Owned Guarantor shall be the continuing or surviving Person; (b) sales or other dispositions of assets that do not constitute Asset Sales; (c) Asset Sales, to the extent (1) the proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of Company), (2) no less than 75% (or 65% in the case of a transaction with an earnout, the value of which shall be determined in accordance with GAAP) thereof shall consist of Cash paid upon the closing of each applicable Asset Sale, and (3) the Net Asset Sale Proceeds thereof shall be applied to the extent required by Section 2.13(a); and (d) disposals of used, surplus, obsolete or worn-out property and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of such Credit Party, no longer economically practicable to maintain or no longer useful in the conduct of the business of the Company and its Subsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute.

Fundamental Changes; Disposition of Assets. No Credit Note Party shall, nor shall it permit any of its Subsidiaries to, , (a) enter into any transaction of merger or consolidation (including through a plan of division)consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), consummate other than (i) the merger of any Asset SaleNote Party or any Subsidiary of a Note Party with and into any Note Party or another Subsidiary of any Note Party (except that, with respect to any such merger or Dispose ofconsolidation involving the Issuer, the Issuer must be the surviving entity), and (ii) the merger of any other Person whose lines of business are substantially the same lines of business as one or more of the principal businesses of any Note Party with and into any Note Party, so long as such Note Party shall be the surviving and continuing entity and the Lead Investor consents to such merger; or (b) convey, sell, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of (including through the sale of a production payment or overriding royalty interest), in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased except: (as lessee), or licensed (as licensee), except: (ai) any Subsidiary sales of Company may be merged with or into Company or any Guarantor, or be liquidated, wound up or dissolved, or all or any part Hydrocarbons in the ordinary course of its business, property (ii) disposals of obsolete, worn out, depleted or assets may be conveyeduneconomic property, sold(iii) the sale, leasedlease, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Wholly-Owned Guarantor shall be the continuing or surviving Person; (b) sales transfer or other dispositions disposition of assets that do not constitute Asset Sales; Property by one Note Party to another Note Party, (civ) Asset Sales, to the extent (1) the proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith mergers and consolidations permitted by the Board of Directors of CompanySection 7.7(a), (2v) no less than 75% dispositions of the Petro Capital Overrides as a result of a Petro Capital Override swap under the Petro Capital Letter Agreement, (or 65% vi) dispositions of the Guggenheim Overrides consisting of cross-assignments pursuant to the terms thereof in connection with a reduction in the case override percentage; (vii) disposition of a transaction with an earnoutfunds collected for the beneficial interest of, or of the interests owned by, third party royalty or working interest owners, (viii) so long as no Event of Default has occurred and is continuing, the value conveyance, sale, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or disposition of which shall be determined in accordance with GAAPOil and Gas Properties so long as the Issuer, within twelve (12) thereof shall consist months of Cash paid upon the closing receipt of each applicable Asset Sale, and (3) the Net Asset Sale Proceeds thereof shall be applied in connection with such transaction, reinvests such Net Asset Sale Proceeds and the aggregate value of the Oil and Gas Properties conveyed in reliance of this clause does not exceed $2,500,000, (ix) the termination, settlement, unwinding or liquidation of Swap Agreements so long as the value of all Swap Agreements terminated, settled, unwound and liquidated in any period of twelve (12) consecutive calendar months does not exceed the greater of $5,000,000 or 5.0% of the Issuer’s Consolidated Adjusted EBITDAX, and (x) required dispositions pursuant to the extent required Constellation Agreement and the Halcon AMI Agreements; provided that all cash received by Section 2.13(a)a Note Party pursuant to this clause (x) shall only be used in furtherance of the APOD; andor (dc) disposals of used, surplus, obsolete acquire by purchase or worn-out property and the abandonment otherwise (other than purchases or other disposition acquisitions of Intellectual Property that isinventory, materials and equipment and capital expenditures permitted hereunder in the reasonable judgment ordinary course of such Credit Partybusiness consistent with past practice) the business, no longer economically practicable to maintain or no longer useful in the conduct of the business of the Company property (including Oil and its Subsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company ActGas Properties) or similar organizational change that may hereafter be permitted under fixed assets of, or Capital Stock or other evidence of beneficial ownership of, any applicable statutePerson or any division or line of business or other business unit of any Person, or make any commitment or incur any obligation to enter into any such transaction, except Investments made in accordance with Section 7.5 or in connection with the APOD.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries Sculptor Subsidiary to, enter into consummate any transaction of merger or consolidation (including through a plan of division)consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Saleor convey, sell, lease or Dispose license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoeverwhatsoever (including, for the avoidance of doubt, any Asset Sale) outside of the ordinary course of business, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee)licensed, except: (a) any Subsidiary of Company Credit Party (other than the Borrower) may be merged with or into Company or any Guarantoranother Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company a Credit Party; (b) any Credit Party (other than the Borrower) and any Sculptor Subsidiary may convey, transfer or otherwise dispose of Equity Interests in the Issuer delivered pursuant to the terms of restricted share units issued by such Credit Party or Sculptor Subsidiary; (c) any Credit Party may be merged, wound up, dissolved, or consolidated with or into, or all or any Guarantorpart of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Person (including the Issuer or any Subsidiary of the Issuer) except for any Qualified Risk Retention Subsidiary or Alternate Investment Subsidiary or any Sculptor Subsidiary or Owned Entity thereof other than a Sculptor Fund; provided that such Credit Party is the surviving entity; (d) any Sculptor Subsidiary that is not a Credit Party may be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Sculptor Subsidiary that is not a Credit Party or any other Person or Subsidiary (other than a Credit Party); provided that a Sculptor Subsidiary is the surviving entity or the surviving entity becomes a Sculptor Subsidiary (and if the transferring Subsidiary was a wholly-owned Subsidiary of a Credit Party, a wholly-owned Subsidiary of a Credit Party) upon consummation of such merger or consolidation; provided, further, that any Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary (or any Sculptor Subsidiary or Owned Entity thereof other than a Sculptor Fund) shall not be merged or consolidated with or into any Non-SPVS; (e) any Credit Party can be merged, wound up, dissolved, or consolidated with or into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any of Issuer, Sculptor Corp, any New Advisor that is not a New Advisor Guarantor, or any New Advisor Subsidiary; provided that, in the case of such a merger involving Companyor consolidation of a Credit Party with or into any such Person, Company (i) such Credit Party is the surviving entity or (ii) other than in the case of the Borrower, the surviving Person or the acquiring Person agrees to assume, and expressly assumes, all of the obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in form and substance reasonably satisfactory to the Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the laws of the United States or any state thereof or the District of Columbia; (f) any Credit Party or any Sculptor Subsidiary may enter into mergers and consolidations solely to effect asset acquisitions; provided that (i) if any Credit Party is party to such transaction, (x) such Credit Party shall be the continuing or surviving Person, and entity or (y) other than in the case of the Borrower, the surviving Person or the acquiring Person shall agree to assume, and shall expressly assume, all of the obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in form and substance reasonably satisfactory to the Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the laws of the United States or any other state thereof or the District of Columbia, (ii) if any Sculptor Subsidiary is a party to such mergertransaction, a Wholly-Owned Guarantor (x) such Sculptor Subsidiary shall be the continuing or surviving Personentity or (y) the surviving entity shall become a Sculptor Subsidiary upon consummation of such merger or consolidation, in the case of clauses (x) and (y) unless a Credit Party is also a party to such transaction, in which case clause (i) shall apply, and (iii) such asset acquisitions and other transactions effected by such merger or consolidation are otherwise permitted under the Credit Documents without giving effect to this clause (f); (bg) sales sales, leases, subleases, licenses, sublicenses, exchanges, transfers or other dispositions of assets that do not constitute Asset Sales; (ch) Asset SalesSales (other than a sale of all or substantially all assets of the Credit Parties and the Sculptor Subsidiaries, to taken as a whole) so long as (i) no Event of Default has occurred and is continuing, or would result therefrom, determined as of the extent date that the definitive agreement for such Asset Sale is entered into, (1ii) the proceeds Borrower is in pro forma compliance with the financial covenants set forth in Section 6.10 as of the last day of the Fiscal Quarter most recently ended prior to such date for which financial statements have been delivered pursuant to Section 5.01 or 3.01, (iii) the consideration received for such sale of assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of CompanyBorrower), and (2iv) no less than at least 75% (or 65% of such consideration is paid in Cash and Cash Equivalents, provided that the case of a transaction with an earnout, the value of which following shall be determined in accordance deemed to be Cash: (x) any liabilities that are assumed or paid by the transferee with GAAPrespect to the applicable Asset Sale, (y) thereof shall consist any securities received by the Credit Parties or any Sculptor Subsidiary from such transferee that are converted by a Credit Party or Sculptor Subsidiary into Cash or Cash Equivalents (to the extent of the Cash paid upon or Cash Equivalents so received) within 180 days following the closing of each the applicable Asset Sale, and (3z) any Designated Non-Cash Consideration received by the Net Credit Parties or the Sculptor Subsidiaries in respect of such Asset Sale Proceeds thereof shall having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 6.05(h) that is at that time outstanding, not in excess of $5,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured on the date a legally binding commitment for such Asset Sale (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value; (i) any Sculptor Subsidiary that is not a Credit Party may dissolve, liquidate or wind up its affairs at any time, and (ii) any Credit Party and any Sculptor Subsidiary may surrender or fail to maintain its rights, franchises, licenses and permits material to its business, provided that, in the cases of clauses (i) and (ii), such dissolution, liquidation, winding up, surrender or failure, as applicable, would not reasonably be applied expected to the extent required by Section 2.13(a)have a Material Adverse Effect; (j) [Reserved]; and (dk) disposals any Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary may convey, sell, lease or license, exchange, transfer or otherwise dispose of usedany of its assets to the extent constituting realization of Liens permitted under Section 6.02(y) or (z); provided, surplusthat any such transactions from such Qualifying Risk Retention Subsidiary or Alternate Investment Subsidiary to any Credit Party or any Non-SPVS shall not be made on terms that are substantially less favorable to such Credit Party or such Non-SPVS, obsolete or wornas the case may be, than those that might be obtained in a comparable arms-out property and length transaction at the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment time from a Person who is not an Affiliate of such Credit Party or Non-SPVS. It is understood and agreed that this Section 6.05 shall not prohibit any change in ownership of a Credit Party (other than any Credit Party that is also a Sculptor Subsidiary) that does not cause a Change of Control as long as such Person or the surviving or acquiring Person remains (or becomes) a Credit Party, no longer economically practicable to maintain or no longer useful in the conduct of the business of the Company and its Subsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documentsthis Agreement, no this Section 6.05 shall not prohibit a Credit Party shall, nor shall it permit or any Sculptor Subsidiary from changing its jurisdiction of its Subsidiaries to, consummate any “Division” organization (so long as defined such change results in Section 18-217 such Person being organized and existing under the laws of the Delaware Limited Liability Company ActUnited States or any state thereof or the District of Columbia), its organizational name, its identity or organizational structure or its type or form. Notwithstanding the foregoing, the Borrower may not be (i) merged, consolidated or similar organizational change that may hereafter be permitted under amalgamated into any applicable statutePerson unless the Borrower is the surviving Person and (ii) dissolved, liquidated or wound up.

Fundamental Changes; Disposition of Assets. No Credit Note Party shall, nor shall it permit any of its Subsidiaries to, , (a) enter into any transaction of merger or consolidation (including through a plan of division)consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), consummate other than (i) the merger of any Asset SaleNote Party or any Subsidiary of a Note Party with and into any Note Party or another Subsidiary of any Note Party (except that, with respect to any such merger or Dispose ofconsolidation involving the Issuer, the Issuer must be the surviving entity), and (ii) the merger of any other Person whose lines of business are substantially the same lines of business as one or more of the principal businesses of any Note Party with and into any Note Party, so long as such Note Party shall be the surviving and continuing entity and the Lead Investor consents to such merger; or (b) convey, sell, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of (including through the sale of a production payment or overriding royalty interest), in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased except: (as lessee), or licensed (as licensee), except: (ai) any Subsidiary sales of Company may be merged with or into Company or any Guarantor, or be liquidated, wound up or dissolved, or all or any part Hydrocarbons in the ordinary course of its business, property (ii) disposals of obsolete, worn out, depleted or assets may be conveyeduneconomic property, sold(iii) the sale, leasedlease, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Wholly-Owned Guarantor shall be the continuing or surviving Person; (b) sales transfer or other dispositions disposition of assets that do not constitute Asset Sales; Property by one Note Party to another Note Party, (civ) Asset Sales, to the extent (1) the proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith mergers and consolidations permitted by the Board of Directors of CompanySection 7.8(a), (2v) no less than 75% dispositions of the Petro Capital Overrides as a result of a Petro Capital Override swap under the Petro Capital Letter Agreement, (or 65% vi) dispositions of the Guggenheim Overrides consisting of cross-assignments pursuant to the terms thereof in connection with a reduction in the case override percentage; (vii) disposition of a transaction with an earnoutfunds collected for the beneficial interest of, or of the interests owned by, third party royalty or working interest owners, (viii) so long as no Event of Default has occurred and is continuing, the value conveyance, sale, farm-out, lease or sub lease (as lessor or sublessor), exchange, transfer or disposition of which shall be determined in accordance with GAAPOil and Gas Properties so long as the Issuer, within twelve (12) thereof shall consist months of Cash paid upon the closing receipt of each applicable Asset Sale, and (3) the Net Asset Sale Proceeds thereof shall be applied in connection with such transaction, reinvests such Net Asset Sale Proceeds and the aggregate value of the Oil and Gas Properties conveyed in reliance of this clause does not exceed $2,500,000, (ix) the termination, settlement, unwinding or liquidation of Swap Agreements so long as the value of all Swap Agreements terminated, settled, unwound and liquidated in any period of twelve (12) consecutive calendar months does not exceed the greater of $5,000,000 or 5.0% of the Issuer’s Consolidated Adjusted EBITDAX, (x) required dispositions pursuant to the extent required Constellation Agreement and the Halcon AMI Agreements; provided that all cash received by Section 2.13(a)a Note Party pursuant to this clause (x) shall only be used in furtherance of the APOD, and (xi) transfers of Oil and Gas Properties located in the Woodbine Area in exchange for Oil and Gas Properties of equal or greater value (as determined by the Borrower and certified to the Holders in a certificate containing reasonably detailed calculations delivered by an Authorized Officer of the Issuer) so long as the aggregate acreage of the Oil and Gas Properties transferred in reliance of this clause do not exceed 1,000 acres; andor (dc) disposals of used, surplus, obsolete acquire by purchase or worn-out property and the abandonment otherwise (other than purchases or other disposition acquisitions of Intellectual Property that isinventory, materials and equipment and capital expenditures permitted hereunder in the reasonable judgment ordinary course of such Credit Partybusiness consistent with past practice) the business, no longer economically practicable to maintain or no longer useful in the conduct of the business of the Company property (including Oil and its Subsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company ActGas Properties) or similar organizational change that may hereafter be permitted under fixed assets of, or Capital Stock or other evidence of beneficial ownership of, any applicable statutePerson or any division or line of business or other business unit of any Person, or make any commitment or incur any obligation to enter into any such transaction, except Investments made in accordance with Section 7.6 or in connection with the APOD.