Sale of Substantial Portion of Assets; Subsidiaries Clause Samples

Sale of Substantial Portion of Assets; Subsidiaries. (a) Neither the Company nor any Subsidiary will sell, transfer, lease, exchange, convey or otherwise dispose of all or substantially all of the consolidated assets of the Company in a single transaction or series of related transactions to any Person (other than to the Company, Quaker City or any wholly-owned Subsidiary of the Company or Quaker City). (b) Neither the Company nor any Subsidiary will sell, transfer or otherwise dispose of any capital stock of any Subsidiary, except to the Company, Quaker City or any wholly-owned Subsidiary of the Company or Quaker City.
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Sale of Substantial Portion of Assets; Subsidiaries. (a) Neither the Company nor any Subsidiary will sell, transfer, lease or otherwise dispose of any assets to any Person (other than to the Company or to a wholly-owned Subsidiary, other than leases of towers to operators and users in the ordinary course of business, and other than assets consisting of inventory being disposed of in the ordinary course of business and other than assets which are, contemporaneously with such disposition (or within one hundred eighty (180) days thereafter), being replaced with other substantially similar (or improved) assets which are used by the Company or any Subsidiary for substantially the same purpose as the assets being replaced) to the extent the aggregate assets so sold, transferred, leased or disposed of during the twelve (12) month period ending on such sale, transfer, lease or disposition (i) had an aggregate book value of fifteen percent (15%) or more of the consolidated total assets of the Company and its Subsidiaries at the end of the most recent fiscal quarter preceding such sale, transfer, lease or disposition or (ii) accounted for fifteen percent (15%) or more of the consolidated revenues of the Company and its Subsidiaries as shown on the consolidated income statement of the Company for the most recent fiscal quarter or the then preceding fiscal year; (b) Neither the Company nor any Subsidiary will sell, transfer or otherwise dispose of any capital stock of any Subsidiary, except to the Company or to another Subsidiary; provided, however, that this Section 9.3(b) shall not -------- ------- prevent the Company or a Subsidiary from selling, transferring or otherwise disposing of the capital stock of a Subsidiary if such sale, transfer or other disposition does not violate Section 9.3(a) hereof. (c) The Company will not create or permit the creation of any Lien on any shares of the stock of any Subsidiary except Liens to secure amounts due under the Revolving Credit Facility.
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Sale of Substantial Portion of Assets; Subsidiaries. After the Closing Date, neither the Company nor any Subsidiary will sell, transfer, lease or otherwise dispose of any assets, including, without limitation, any capital stock of any Subsidiary, to any Person (other than (i) to the Company or to a wholly-owned Subsidiary and (ii) assets consisting of inventory being disposed of in the ordinary course of business) to the extent the aggregate assets so sold, transferred, leased or disposed of: (a) during the twelve (12) month period ending on such sale, transfer, lease or disposition (i) had an aggregate book value equal to twenty-five percent (25%) or more of the aggregate book value of the consolidated total assets of the Company and its Subsidiaries at the end of the most recent fiscal quarter preceding such sale, transfer, lease or disposition or (ii) accounted for twenty-five percent (25%) or more of the consolidated revenues of the Company and its Subsidiaries as shown on the consolidated income statement of the Company for the most recent fiscal quarter or the then preceding fiscal year; or (b) during the period from the Closing Date through such sale, transfer, lease or disposition (i) had an aggregate book value equal to twenty-five percent (25%) or more of the aggregate book value of the consolidated total assets of the Company and its Subsidiaries at the end of the most recent fiscal quarter preceding such sale, transfer, lease or disposition or (ii) accounted for twenty-five percent (25%) or more of the consolidated revenues of the Company and its Subsidiaries over the Company's fiscal periods beginning after the Closing Date and ending at the end of the most recent fiscal quarter as shown on the consolidated income statements of the Company for such periods.
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Sale of Substantial Portion of Assets; Subsidiaries. (a) Neither Company nor any Subsidiary will sell, transfer, lease or otherwise dispose of any assets to any Person (other than to the Companies or to a wholly-owned Subsidiary, and other than assets consisting of inventory being disposed of in the ordinary course of business and other than assets which are, contemporaneously with such disposition (or within one hundred eighty (180) days thereafter), being replaced with other substantially similar (or improved) assets which are used by the Companies or any Subsidiary for substantially the same purpose as the assets being replaced) to the extent the aggregate assets so sold, transferred, leased or disposed of during the twelve (12) month period ending on such sale, transfer, lease or disposition (i) had an aggregate book value of fifteen percent (15%) or more of the consolidated total assets of each Company and the Subsidiaries at the end of the most recent fiscal quarter preceding such sale, transfer, lease or disposition or (ii) accounted for fifteen percent (15%) or more of the consolidated revenues of each Company and the Subsidiaries as shown on the consolidated income statement of the Company for the most recent fiscal quarter or the then preceding fiscal year; (b) Neither Company nor any Subsidiary will sell, transfer or otherwise dispose of any capital stock of any Subsidiary, except to the Companies or to another Subsidiary; provided, however, that this Section 8.2(b) shall not prevent the Companies or a Subsidiary from selling, transferring or otherwise disposing of the capital stock of a Subsidiary if such sale, transfer or other disposition does not violate Section 8.2(a) hereof. (c) The Companies will not create or permit the creation of any Lien on any shares of the stock of any Subsidiary except Liens to secure Senior Indebtedness. (d) Notwithstanding the foregoing, nothing contained in this Section 8.2 shall restrict the sale of any assets permitted to be sold pursuant to the Senior Credit Agreement, so long as the proceeds of such sale are applied in accordance with the terms of Section 6.1 of this Purchase Agreement.
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Sale of Substantial Portion of Assets; Subsidiaries. Neither the Company nor any of its Subsidiaries will sell, transfer, lease, exchange, convey or otherwise dispose of all or substantially all of the consolidated assets of the Company in a single transaction or a series of related transactions to any Person or Persons (other than to the Company) without the prior written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock. Neither the Company nor any of its Subsidiaries will sell, transfer or otherwise dispose of any Capital Stock of any Subsidiary, except to the Company without the prior written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock.
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Related to Sale of Substantial Portion of Assets; Subsidiaries

  • Disposition of Assets No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if: (i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business; (ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary; (iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or (iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"): (A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes, (B) immediately after giving effect to such transaction no Default or Event of Default would exist, and (C) immediately after giving effect to such Transfer, (I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and (II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to