Sales and Other Dispositions Clause Samples
Sales and Other Dispositions. (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any nature in which all of the following are satisfied:
(i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to the Fair Market Value of the asset sold or otherwise disposed of,
(ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and
(iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture;
(b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following:
(i) sales of inventory in the ordinary course of its business;
(ii) dispositions or transfers of assets or property to the Borrower or a Restricted Subsidiary of the Borrower that is a Guarantor, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens or, as applicable, Permitted Additional ABL Liens;
(iii) dispositions involving a trade-in of equipment in exchange for other equipment useful in the business of the Borrower or any of its Restricted Subsidiaries and provided, that in the good faith judgment of the Borrower, the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded-in;
(iv) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries;
(v) leases or subleases permitted by clause (o) of Section 8.2 (Liens; Licenses);
(vi) sales or dispositions of the assets of the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business with a fair market value not to exceed $...
Sales and Other Dispositions. (a) The Stockholder covenants and agrees that during the term of this Agreement neither he nor any of his Affiliates shall sell, transfer, hypothecate, pledge or otherwise dispose of any shares of Voting Stock except:
(i) to the Company;
(ii) to a Person or Group not disapproved on a reasonable basis by the Required Board Approval within ten (10) Business Days after receipt of written notice to the Company from the Stockholder identifying the person or members of the Group, which immediately after the acquisition of such shares would not be the beneficial owner of more than 10% of the total voting power of shares of Voting Stock then outstanding and which acknowledges in a writing reasonably satisfactory to the Company that such Person or Group has received a copy of this Agreement and agrees to be bound by all of its provisions with respect to the Voting Stock as if such Person or Group were the Stockholder;
(iii) in a bona fide underwritten registered public offering or in the market in accordance with the timing and volume provisions of paragraph (e) of Rule 144 (whether or not applicable) and of paragraphs (f) and (g) of Rule 144, as in effect on the date hereof, under the Securities Act;
(iv) in privately negotiated sales or distributions to any Person or Group in amounts which would result in such Person or Group beneficially owning not more than 5% of the total voting power of shares of Voting Stock then outstanding;
(v) in privately negotiated sales or distributions to any Person or Group in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Person or Group beneficially owning in the aggregate less than 10% of the total voting power of shares of Voting Stock then outstanding;
(vi) in privately negotiated sales or distributions to any Financial Institution in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Financial Institution beneficially owning in the aggregate less than 15% of the total voting power of shares of Voting Stock then outstanding. "Financial Institution" is defined herein to include (A) any bank as defined in section 3(a)(2) of the Securities Act that is not affiliated to the Stockholder; or (B) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;
Sales and Other Dispositions. The Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) transfers of assets by (i) the U.S. Borrower or a Subsidiary of the U.S. Borrower to the U.S. Borrower or a wholly-owned Subsidiary of the U.S. Borrower or (ii) the Canadian Borrower or a Subsidiary of the Canadian Borrower to the Canadian Borrower or a wholly-owned Subsidiary of the Canadian Borrower, so long as, with respect to transfers by a Borrower or a Subsidiary Guarantor, such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens;
(c) transfers of equipment that is obsolete or no longer used or useful in the business of the applicable Borrower or any of its Subsidiaries and having an aggregate sales price not exceeding $5,000,000 for all such sales after the Effective Date;
(d) abandonment or lapse of immaterial Intellectual Property in its business judgment;
(e) the Permitted Japanese Subsidiary Reorganization; and (f) the Permitted French Subsidiary Reorganization.
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) transfers of assets to the Borrower or a wholly-owned Subsidiary of the Borrower, so long as, with respect to transfers by the Borrower or a Subsidiary Guarantor, such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens;
(c) transfers of equipment that is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries and having an aggregate sales price not exceeding $5,000,000 for all such sales after the Closing Date;
(d) abandonment or lapse of immaterial Intellectual Property in its business judgment;
(e) the VCTT Transfer; and
(f) the India Transducers Asset Sale.
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, license, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) licensing or sublicensing of Intellectual Property of Borrower or any of its Subsidiaries in the ordinary course of business consistent with past practice so long as the effect of such license or sublicense shall not transfer all or substantially all of the licensor’s or sublicensor’s economic value in the Intellectual Property to the licensee or sublicensee;
(c) transfers of assets or property to the Borrower or a Subsidiary Guarantor;
(d) transfers of assets or property from a Foreign Subsidiary to another Foreign Subsidiary;
(e) transfers of assets in an amount not to exceed Twenty-Five Million Dollars ($25,000,000) in any fiscal year, so long as at the time of such disposition no Default or Event of Default exists or would be created thereby; and
(f) sales of any assets of, or equity interests in, Non-Guarantor Ventures. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, neither the Borrower nor any of its Subsidiaries shall sell, transfer or otherwise dispose of any of its respective assets or property in violation of Regulation U of the Board of Governors of the Federal Reserve System.
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, license, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) licensing or sublicensing of Intellectual Property of Borrower or any of its Subsidiaries in the ordinary course of business consistent with past practice so long as the effect of such license or sublicense shall not transfer all or substantially all of the licensor's or sublicensor's economic value in the Intellectual Property to the licensee or sublicensee;
(c) transfers of assets or property to the Borrower or a Subsidiary Guarantor;
(d) transfers of assets or property from a Foreign Subsidiary to another Foreign Subsidiary;
(e) sales or other dispositions of Margin Stock; and
(f) transfers of assets in an amount not to exceed Twenty-Five Million Dollars ($25,000,000) in any fiscal year, so long as at the time of such disposition no Default or Event of Default exists or would be created thereby. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, neither the Borrower nor any of its Subsidiaries shall sell, transfer or otherwise dispose of any of its respective assets or property in violation of Regulation U of the Board of Governors of the Federal Reserve System.
Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature except:
(a) sales of inventory in the ordinary course of its business;
(b) transfers of assets by the Borrower or a Subsidiary of the Borrower to the Borrower or a wholly-owned Subsidiary of the Borrower, so long as, with respect to transfers by the Borrower or a Subsidiary Guarantor, such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens and Permitted Perfection Limitations;
(c) transfers of equipment that is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries and having an aggregate sales price not exceeding $5,000,000 for all such sales after the Closing Date; and
(d) abandonment or lapse of Intellectual Property in the ordinary course of business using its reasonable business judgment.
Sales and Other Dispositions. Sell, lease, assign, transfer or otherwise dispose of (i) Collateral, except as otherwise specifically permitted by this Financing Agreement, or (ii) either all or substantially all of any Obligor’s or the Obligors’ assets, which do not constitute Collateral; provided, however, that as long as there has not occurred an Event of Default that is continuing which has not been waived in writing by Agent and no Default or Event of Default would occur after giving effect thereto, neither this Section 7.10(c) nor any other provisions of this Financing Agreement shall prohibit:
(i) the sale or lease of Inventory in the ordinary course of business;
(ii) the sale, lease or other disposition of Equipment permitted under Section 6.4 hereof; and
(iii) the sale or other disposition approved by the Board of Directors of Parent to a Person who is not an Affiliate of the Obligors of all of the Capital Stock or all or substantially all of the assets of any Obligor which is not a Material Obligor;
Sales and Other Dispositions. 94 8.8 Existence. 95 8.9 Compliance with Law. 95 8.10 Payment of Taxes and Claims. 95 8.11 Tax Consolidation. 95 8.12 Compliance with ERISA, Canadian Pension Laws. 96
Sales and Other Dispositions. The Borrower will not, and will not permit any Subsidiaries to, directly or indirectly, whether in a single transaction or series of related transactions, sell, lease, license, abandon or otherwise transfer or dispose of (any such transaction being a "transfer") any of its assets or property of any nature except (a) sales of inventory in the ordinary course of its business, (b) transfers to a wholly-owned Subsidiary of the Borrower or to the Borrower, (c) transfers of assets no longer used or useful in the business of the Borrower and its Subsidiaries, for substantially market value, the proceeds of which are used within ninety (90) days of transfer to purchase or otherwise acquire capital assets for use in the business of the Borrower and its Subsidiaries, (d) subject to the mandatory prepayment requirement of Subsection 1.2.6(d), transfers of assets no longer used or useful in the business of the Borrower and its Subsidiaries, for substantially market value, the proceeds of which are not used within ninety (90) days of transfer to purchase or otherwise acquire capital assets for use in the business of the Borrower and its Subsidiaries, to the extent the value thereof does not exceed $500,000.00 singly or in the aggregate in any fiscal year, (e) subject to the mandatory prepayment requirement of Subsection 1.2.6(d), other transfers specifically agreed to in writing by the Majority Lenders, and (f) the lease or sublease of real property (other than the South Carolina Property which will not be leased without the Agent's consent) not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement.