SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019
Entire Document


(b)                Except (1) as otherwise contemplated by this Agreement, (2) as set forth in Section 5.1 of the Disclosure Letter, (3) as required by the Bankruptcy Code or by Order of the Bankruptcy Court (it being understood that no provision of this Section 5.1 will require the Sellers to make any payment to any of its creditors with respect to any amount owed to such creditors on the Petition Date or which would otherwise violate the Bankruptcy Code), (4) as otherwise required by Law or any Order (5) pursuant to a Treximet Sale or (6) with the prior written consent of the Buyer (which consent will not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Closing Date or earlier termination of this Agreement, the Sellers shall not in connection with the Business:


(i)                  sell, transfer, lease, sublease or otherwise dispose of any Transferred Assets (other than Intellectual Property, which is the subject of Section 5.1(b)(xv)) or any interest therein, other than immaterial dispositions and Inventory sold or disposed of in the Ordinary Course of Business;


(ii)                acquire any corporation, partnership, limited liability company, other business organization or division or material portion of the assets thereof;


(iii)              merge or consolidate with or into any legal entity, dissolve, liquidate or otherwise terminate its existence;


(iv)               enter into any transaction relating to the acquisition of fixed assets that will constitute Transferred Assets in excess of $150,000, other than as provided for in the Approved Budget approved from time to time;


(v)                amend or otherwise modify their Organizational Documents;


(vi)               enter into, amend, waive, terminate or otherwise modify any Contract that would be a Material Contract of the kind described in any of clauses (v), (vii), (viii), (ix) or (xiii) of Section 3.17(a);


(vii)             take any action in breach of the Sale Procedures or the Sale Order;


(viii)           (A) fail to exercise any rights of renewal with respect to any Leased Real Property (other than Excluded Assets) that by its terms would otherwise expire, or (B) amend, waive, terminate or otherwise modify any of the Leases (other than Excluded Assets) in any material respect, unless in the case of clause (A), the Buyer has indicated that it wishes the Sellers to reject such Lease and such Lease does not relate to a facility where the Buyer intend to conduct transition services pursuant to Section 5.15 (so long as during the post-Closing period the Buyer remit the amounts required by Section 5.15 relating to such Lease);


(ix)               other than as required by applicable Law or pursuant to the terms of any Employee Plan, (A) enter into, establish, adopt, materially amend or terminate any Employee Plan (or any arrangement that would be an Employee Plan if in effect on the date of this Agreement), (B) grant, announce or effectuate any increase or modification in the salaries, bonuses or other compensation and benefits payable or to become payable to any Business Employee set forth in Section 5.4(b) of the Disclosure Letter, (C) promote or terminate the employment of (other than for cause) any Business Employee set forth in Section 5.4(b) of the