Sale as Going Concern Sample Clauses

Sale as Going Concern. The Company will use its best efforts (not requiring the payment of any material premium or material penalty) in the event of sale of all or substantially all of the assets of the Company as a going concern to cause this Agreement to be assumed and reaffirmed by the successor owners of the Company. If all Accumulated Carrying Charges are paid at the Closing of such transaction, and if the Company and the acquiror of the Company's assets reaffirm and agree to be bound by the terms and conditions of this Agreement, no Termination Fee shall be due or payable solely as a result of such sale. Notwithstanding the foregoing or anything else in this Agreement to the contrary, upon the sale of all or substantially all of the assets of the Company, or upon the acquisition by a person or entity (other than an existing partner or stockholder of the Company as of the date hereof) of a majority of the voting stock or voting equity interests issued by the Company having the right to elect members to the Board of Directors of the Company, Lancaster may, at its option, elect to terminate this Agreement in its entirety, in which event neither Lancaster nor the Company shall be further obligated under this Agreement, except with respect to Lancaster's right to process pursuant to Section 3.01(e), and the Company's obligation to pay for, the Company's and Company's Affiliates' Tobacco on hand as of the date of termination, as set forth in Section 3.01(e), and the obligation of the Company to pay the Purchase Price for the Company's and the Company's Affiliates' Tobacco. If Lancaster elects to terminate this Agreement because of the sale of all or substantially all of the Company's assets or such acquisition of voting stock or voting equity interests as provided above, and no Event of Default exists or will exist with the passage of time, Lancaster will, subject to the compliance by the Company with the provisions of this Agreement, process the Tobacco on hand as of the date of termination.

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Sale as Going Concern. The Parties agree that the Transferred Business is being sold on the terms of this Agreement as a whole and as a going concern on a Slump Sale basis (as understood under Section 50B read with Section 2(42C) of the Income Tax Act, 1961) with the intent that the Purchaser shall carry on the Transferred Business as a going concern on and from the Closing Date in perpetuity for the benefits of its present and future shareholders.

Related Clauses

• Going Concern
• Qualified Small Business Stock
• Qualified Small Business
• Sale or Lease of Assets
• Small Business Concern
• Fair Value
• Consolidation, Merger or Sale or Transfer of Assets or Earnings Power
• Consolidated Total Assets
• Consolidated Net Worth
• Maintenance of Total Unencumbered Assets

Related to Sale as Going Concern

• Going Concern Any Financial Reporting Party’s audited Financial Statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of such Financial Reporting Party as a “going concern” or reference of similar import; or
• Qualified Small Business Stock The Company shall use commercially reasonable efforts to cause the shares of Preferred Stock issued pursuant to the Purchase Agreement, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.
• Qualified Small Business The Company represents and warrants to ------------------------ the Investors that, to its knowledge, the Shares should qualify as "Qualified Small Business Stock" as defined in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the "Code") as of the date hereof.
• Sale or Lease of Assets Within any period of four consecutive fiscal quarters, the Borrower will not, nor will it permit any Subsidiary to, convey, sell, lease, transfer or otherwise dispose of assets, business or operations with a net book value in excess of 25% of Total Assets as calculated as of the end of the most recent such fiscal quarter.
• Small Business Concern The Company is a “small business concern” under the Small Business Investment Act of 1958 (the “Small Business Act”) as defined in Section 121.301 of Title 13 of the Code of Federal Regulations promulgated thereunder.
• Fair Value Parent, Merger Sub and the Company respectively agree that the Per Share Merger Consideration represents the fair value of the Company Shares for the purposes of Section 238(8) of the Cayman Companies Law.
• Consolidation, Merger or Sale or Transfer of Assets or Earnings Power (a) In the event, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall merge with and into any other Person, (ii) any Person shall consolidate with the Company, or any Person shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiaries), then upon the first occurrence of such event, proper provision shall be made so that: (A) each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with the terms of this Agreement and in lieu of Preferred Stock, such number of validly issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50% of the then current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of the such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term "Company" shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.
• Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.
• Consolidated Net Worth Borrower will at the end of each fiscal quarter maintain Consolidated Net Worth in an amount of not less than the sum of (i) $625,000,000 plus (ii) fifty percent (50%) of the aggregate Consolidated Net Income, if positive, for the period beginning January 1, 2005 and ending on the last day of such fiscal quarter.
• Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.