Common use of Make Certain Changes Clause in Contracts

Make Certain Changes. ​ (i) change the nature of its business as presently carried on; ​ (ii) amalgamate, consolidate or merge or enter into a partnership, joint venture (other than joint business arrangements with the third parties for the sale of goods in the ordinary course of business) or syndicate with any other Person; (iii) enter into any material transaction outside the ordinary course of business; ​ (iv) make any loans to any other Person (other than the Corporation or another Guarantor) other than the giving of trade credit; ​ (v) engage in any material commercial transactions with Persons not dealing at Arm’s Length with it (other than the Corporation or another Guarantor); ​ (vi) engage in any sale‒leaseback or similar transactions; ​ (vii) remove any of the Secured Property or any of its books of account or other records from the jurisdiction where same are presently located, other than inventory removed in the ordinary course of business; ​ (viii) create or adopt any defined benefit pension plan or fail to keep any employee plan funded as required by law and regulation or establish any plan subject to “ERISA”; ​ (ix) except pursuant to this Debenture, make or commit to any form of distribution or reduction of the profits of the Corporation, the Guarantors, their respective Subsidiaries, or of their respective capital including any (i) declaration or payment of any dividend (including stock dividends) on any present or future shares except to the Corporation or a Guarantor; (ii) payment to purchase, redeem, retire or acquire any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor; (iii) payment on account of loans made to its shareholders; or (iv) payment of any bonuses or management fees ​ LEGAL*52823942.10 ​ (other than bonuses or management fees paid in the ordinary course of business); ​ (x) make payment or repayment on loans made by a Related Party to the Corporation; “Related Party” means for a corporation any officer, director, or shareholder holding 5% or more of the issued and outstanding voting shares of the corporation, and any corporation under common control with the corporation whether a parent, subsidiary or sister corporation and any entity equivalent to a corporation in similar relationship; ​

Make Certain Changes. ​Without the written consent of the Lender: (i) change its financial year end; (ii) change its accountants or auditors; (iii) purchase, establish or acquire in any manner any new business undertaking; (iv) change the nature of its business as presently carried on; ​; (iiv) amalgamate, consolidate or merge or enter into a partnership, joint venture (other than joint business arrangements with the third parties for the sale of goods in the ordinary course of business) or syndicate with any other Person; (iiivi) enter into any material transaction outside the ordinary course of business; ​; (ivvii) acquire or invest in any securities (other than shares in any Subsidiary Guarantor), except marketable securities provided the aggregate acquisition cost of all marketable securities held at any time does not exceed $5 million (for the Corporation and all Subsidiary Guarantors); (viii) make any material loans to or make any material investments in any other Person (other than the Corporation or another Subsidiary Guarantor) other than the giving of trade credit; ​; (vix) engage in any material commercial transactions with Persons not dealing at Arm’s 's Length with it (other than the Corporation or another Subsidiary Guarantor); ​; (vix) engage in any sale‒leaseback sale-leaseback or similar transactions; ​; (viixi) remove any of the Secured Property or any of its books of account or other records from the jurisdiction where same are presently located, other than inventory removed in the ordinary course of business; ​; (viiixii) create or adopt make any defined benefit pension plan or fail to keep changes to: (i) executive management; (ii) any employee plan funded as required by law and regulation or establish any plan budgets; (iii) subject to “ERISA”applicable securities laws, public announcement of matters material to the Corporation or the credit facility; ​and (iv) cash disbursements not in accordance with Schedule 6A or Schedule 6B, as applicable and (v) Board compensation; and (ixxiii) except pursuant to this Debenture, make or commit to any form of distribution or reduction of the profits of or the Corporation, the Guarantors, their respective Subsidiaries, Corporation or of their respective its capital including any (i) declaration or payment of any dividend (including stock dividends) on any present or future shares except to the Corporation or a Guarantorshares; (ii) payment to purchase, redeem, retire or acquire any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor; (iii) payment on account of loans made to its shareholders; or (iv) payment of any bonuses or management fees ​ LEGAL*52823942.10 ​ (other than bonuses or management fees paid in the ordinary course of business); ​ (x) make payment or repayment on loans made by a Related Party to the Corporation; “Related Party” means for a corporation any officer, director, or shareholder holding 5% or more of the issued and outstanding voting shares of the corporation, and any corporation under common control with the corporation whether a parent, subsidiary or sister corporation and any entity equivalent to a corporation in similar relationship; ​.

Make Certain Changes. ​(i) change their financial year end; (iii) purchase, establish or acquire in any manner any new business entity; (iii) change the nature of its their business as presently carried on; ​; (iiiv) amalgamate, consolidate or merge or enter into a partnership, joint venture (other than joint business arrangements with the third parties for the sale of goods and services in the ordinary course of business) or syndicate with any other Person, except an amalgamation, consolidation or merger involving only the Corporation and the US Subsidiary, unless otherwise consented to by Phoenix; (iiiv) sell, transfer, convey, assign or otherwise dispose of all or substantially all of its assets; (vi) dissolve or wind-up the Corporation or any Subsidiary, other than pursuant to the dissolution or winding-up of a Subsidiary (other than the US Subsidiary) pursuant to which all of the assets of such Subsidiary are transferred or conveyed to the Corporation or the US Subsidiary; (vii) except for the Recapitalization, enter into any material transaction outside the ordinary course of business; ​; (ivviii) acquire or invest in any securities or investments, other than Cash Equivalents; (ix) make any loans to in any other Person (other than the Corporation or another Guarantor) other than the giving of trade credit; ​credit or consistent with the Business Plan; (vx) except for the Recapitalization, engage in any material commercial transactions with Persons not dealing at Arm’s Length with it (other than the Corporation or another Guarantorany Subsidiary, other than transactions relating to the compensation of any employee or director of the Corporation or a Subsidiary in the ordinary course of business, including the grant of stock under the Reserve Pool or the grant of options pursuant to the Corporation’s stock option plan, as in effect on the date hereof, approved by a majority of the Board of Directors (including a majority of the non-participating directors); ​; (vixi) engage in any sale‒leaseback sale-leaseback or similar transactions; ​; (viixii) remove any of the Secured Property or any of its the books of account or other records of the Corporation or any Subsidiary from the jurisdiction where same are presently located, other than except for inventory removed sold in the ordinary course of business; ​; (viiixiii) create or adopt any defined benefit pension plan or fail to keep any employee plan funded as required by law and regulation or establish any plan subject to “ERISA”; ​ (ix) except pursuant to this Debenture, make or commit to any form of distribution or reduction of the profits of the Corporation, the Guarantors, their respective Subsidiaries, Corporation or any Subsidiary or of their respective its capital including any (i) declaration or payment of any dividend (including stock dividends) on any present or future shares except to the Corporation or a Guarantorshares; (ii) except for the Recapitalization, payment to purchase, redeem, retire or acquire any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor; (iii) bonuses to shareholders; (iv) payment on account of loans made to shareholders of the Corporation or any of its shareholdersSubsidiaries; or (ivv) payment of any bonuses or management fees ​ LEGAL*52823942.10 ​ (other than bonuses or management fees paid to employees in the ordinary course of business); ​; (xxiv) make payment other than pursuant to any agreement, option, right, instrument or repayment privilege set forth on loans made by a Related Party to Schedule 5.1(q) or otherwise in connection with the Corporation; “Related Party” means for a corporation Recapitalization, create, allot or issue any officer, directorshares in its capital, or shareholder holding 5% enter into any agreement, or more grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase of the issued and outstanding voting shares or securities convertible into shares of the corporationCorporation or any Subsidiary, amend the articles, memorandum or association or by-laws, change the capital structure, enter into any agreement, or make any offer, to do so; or (xv) amend, modify or change, or consent or agree to any amendment, modification or change to, any of the terms of any material contracts, except to the extent such change, amendment, modification or consent is not materially adverse to Lenders and would not otherwise have a Material Adverse Effect, or except to the extent that any corporation under common control Existing Debenture Agreement is amended, modified or changed solely in connection with the corporation whether a parent, subsidiary Recapitalization or sister corporation and any entity equivalent to a corporation in similar relationship; ​the Debenture Exchange.

Make Certain Changes. ​(i) change their financial year end; (iii) purchase, establish or acquire in any manner any new business entity; (iii) change the nature of its their business as presently carried on; ​; (iiiv) amalgamate, consolidate or merge or enter into a partnership, joint venture (other than joint business arrangements with the third parties for the sale of goods and services in the ordinary course of business) or syndicate with any other Person, except an amalgamation, consolidation or merger involving only the Corporation and the US Subsidiary, unless otherwise consented to by Phoenix; (iiiv) sell, transfer, convey, assign or otherwise dispose of all or substantially all of its assets, in the case of a Subsidiary, to the Corporation and in the case of the Corporation, to a Subsidiary other than the US Subsidiary; (vi) dissolve or wind-up the Corporation or any Subsidiary, other than pursuant to the dissolution or winding-up of the Corporation or Subsidiary pursuant to which all of the assets of the Corporation or such Subsidiary are transferred or conveyed to the Corporation or the US Subsidiary; (vii) enter into any material transaction outside the ordinary course of business; ​; (ivviii) acquire or invest in any securities or investments, other than Cash Equivalents; (ix) make any loans to in any other Person (other than the Corporation or another Guarantor) other than the giving of trade credit; ​credit or consistent with the Business Plan; (vx) engage in any material commercial transactions with Persons not dealing at Arm’s Length with it (other than the Corporation or another Guarantorany Subsidiary, other than transactions relating to the compensation of any employee or director of the Corporation or a Subsidiary in the ordinary course of business, including the grant of stock under the Reserve Pool or the grant of options pursuant to the Corporation’s stock option plan, as in effect on the date hereof, approved by a majority of the Board of Directors (including a majority of the non-participating directors); ​; (vixi) engage in any sale‒leaseback sale-leaseback or similar transactions; ​; (viixii) remove any of the Secured Property or any of its the books of account or other records of the Corporation or any Subsidiary from the jurisdiction where same are presently located, other than except for inventory removed sold in the ordinary course of business; ​; (viiixiii) create or adopt any defined benefit pension plan or fail to keep any employee plan funded as required by law and regulation or establish any plan subject to “ERISA”; ​ (ix) except pursuant to this Debenture, make or commit to any form of distribution or reduction of the profits of the Corporation, the Guarantors, their respective Subsidiaries, Corporation or any Subsidiary or of their respective its capital including any (i) declaration or payment of any dividend (including stock dividends) on any present or future shares except to the Corporation or a Guarantorshares; (ii) payment to purchase, redeem, retire or acquire any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor; (iii) bonuses to shareholders; (iv) payment on account of loans made to shareholders of the Corporation or any of its shareholdersSubsidiaries; or (ivv) payment of any bonuses or management fees ​ LEGAL*52823942.10 ​ (other than bonuses or management fees paid to employees in the ordinary course of business); ​; (xxiv) make payment other than pursuant to any agreement, option, right, instrument or repayment privilege set forth on loans made by a Related Party to the Corporation; “Related Party” means for a corporation Schedule 5.1(q), create, allot or issue any officer, directorshares in its capital, or shareholder holding 5% enter into any agreement, or more grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase of the issued and outstanding voting shares or securities convertible into shares of the corporationCorporation or any Subsidiary, amend their articles, memorandum or association or by-laws, change their capital structure, enter into any agreement, or make any offer, to do so; or (xv) amend, modify or change, or consent or agree to any amendment, modification or change to, any of the terms of any Material Contracts, except to the extent such change, amendment, modification or consent is not materially adverse to Lenders and any corporation under common control with the corporation whether would not otherwise have a parent, subsidiary or sister corporation and any entity equivalent to a corporation in similar relationship; ​Material Adverse Effect.

Make Certain Changes. ​(i) change their financial year end; (iii) purchase, establish or acquire in any manner any new business entity; (iii) change the nature of its their business as presently carried on; ​; (iiiv) amalgamate, consolidate or merge or enter into a partnership, joint venture (other than joint business arrangements with the third parties for the sale of goods and services in the ordinary course of business) or syndicate with any other Person, except an amalgamation, consolidation or merger involving only the Corporation and the US Subsidiary, unless otherwise consented to by Phoenix; (iiiv) sell, transfer, convey, assign or otherwise dispose of all or substantially all of its assets; (vi) dissolve or wind-up the Corporation or any Subsidiary, other than pursuant to the dissolution or winding-up of a Subsidiary (other than the US Subsidiary) pursuant to which all of the assets of such Subsidiary are transferred or conveyed to the Corporation or the US Subsidiary; (vii) enter into any material transaction outside the ordinary course of business; ​; (ivviii) acquire or invest in any securities or investments, other than Cash Equivalents; (ix) make any loans to in any other Person (other than the Corporation or another Guarantor) other than the giving of trade credit; ​credit or consistent with the Business Plan; (vx) engage in any material commercial transactions with Persons not dealing at Arm’s Length with it (other than the Corporation or another Guarantorany Subsidiary, other than transactions relating to the compensation of any employee or director of the Corporation or a Subsidiary in the ordinary course of business, including the grant of stock under the Reserve Pool or the grant of options pursuant to the Corporation’s stock option plan, as in effect on the date hereof, approved by a majority of the Board of Directors (including a majority of the non-participating directors); ​; (vixi) engage in any sale‒leaseback sale-leaseback or similar transactions; ​; (viixii) remove any of the Secured Property or any of its the books of account or other records of the Corporation or any Subsidiary from the jurisdiction where same are presently located, other than except for inventory removed sold in the ordinary course of business; ​; (viiixiii) create or adopt any defined benefit pension plan or fail to keep any employee plan funded as required by law and regulation or establish any plan subject to “ERISA”; ​ (ix) except pursuant to this Debenture, make or commit to any form of distribution or reduction of the profits of the Corporation, the Guarantors, their respective Subsidiaries, Corporation or any Subsidiary or of their respective its capital including any (i) declaration or payment of any dividend (including stock dividends) on any present or future shares except to the Corporation or a Guarantorshares; (ii) payment to purchase, redeem, retire or acquire any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor; (iii) bonuses to shareholders; (iv) payment on account of loans made to shareholders of the Corporation or any of its shareholdersSubsidiaries; or (ivv) payment of any bonuses or management fees ​ LEGAL*52823942.10 ​ (other than bonuses or management fees paid to employees in the ordinary course of business); ​; (xxiv) make payment other than pursuant to any agreement, option, right, instrument or repayment privilege set forth on loans made by a Related Party to the Corporation; “Related Party” means for a corporation Schedule 5.1(q), create, allot or issue any officer, directorshares in its capital, or shareholder holding 5% enter into any agreement, or more grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase of the issued and outstanding voting shares or securities convertible into shares of the corporationCorporation or any Subsidiary, amend the articles, memorandum or association or by-laws, change the capital structure, enter into any agreement, or make any offer, to do so; or (xv) amend, modify or change, or consent or agree to any amendment, modification or change to, any of the terms of any material contracts, except to the extent such change, amendment, modification or consent is not materially adverse to Lenders and any corporation under common control with the corporation whether would not otherwise have a parent, subsidiary or sister corporation and any entity equivalent to a corporation in similar relationship; ​Material Adverse Effect.