The Issuers. As of the date hereof and after giving effect to the Reorganization, as contemplated by the Indenture, the Issuers are Avalon Michigan LLC, Avalon New England and Avalon Finance.
The Issuers. Fully-Diluted Common Stock" at any time of determination shall mean the sum of (A) the number of shares of Common Stock issued and outstanding at such time, plus (B) the number of shares of Common Stock issuable upon exercise of all outstanding Options (including the Warrants) and conversion or exchange of all Convertible Securities issued and outstanding at such time (provided that if any such shares qualify as both Options and Convertible Securities, they shall be counted only once), plus (C) the number of shares of Common Stock which the Issuer is otherwise obligated or potentially obligated to issue under any agreement, understanding or arrangement or otherwise. Where any Convertible Security does not indicate a specific or fixed number of shares of Common Stock to be issued thereunder or in connection therewith, the number of shares of Common Stock issuable thereunder or in connection therewith for purposes of calculating Fully-Diluted Common Stock shall equal the greater of (I) the maximum number of shares of Common Stock described as issuable thereunder or in connection therewith or (II) such number of shares of Common Stock as would represent any profit sharing, liquidation preference amount, appreciation right, share or percentage of the Issuer's value as if such Convertible Security was converted (at the then-applicable Market Price if no conversion price is otherwise provided in such Convertible Security) into shares of Common Stock. Fully-Diluted Common Stock shall not include any shares owned or held by or for the account of the Issuer or any Subsidiary.
The Issuers. 1.5 The Issuers hereby accept the resignation of Resigning Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture and this Agreement as written notice of resignation.
The Issuers. From the date of this Agreement and so long as the Investor has any obligation to make the Loans hereunder, or any indebtedness is outstanding under the Notes, or any Loan remains outstanding (PROVIDED, that any of the following provisions applicable to CCLP and its Subsidiaries shall cease to apply from and after the repayment in full of the CAI Loan and the CCLP Loan):
The Issuers. No Issuer may, in any transaction or series of related transactions consolidate with or merge with or into (whether or not such Issuer survives), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary of such Issuer to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of such Issuer’s property and assets whether as an entirety or substantially as an entirety, to any Person, unless: