SEC Filings

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

 

Disclosure Letter or (D) transfer the employment of any individual set forth in Section 5.4(b) of the Disclosure Letter out of the Business;

 

(x)                terminate or materially alter the course of any current clinical trials, except where such action is deemed necessary by an ethics board or the Sellers to protect subject safety;

 

(xi)               amend, waive or otherwise modify in any material respect or terminate any Transferred Contract or modify, waive, release or assign any material rights or claims thereunder, in each case whether in connection with any extension, renewal or replacement of such Transferred Contract, or otherwise;

 

(xii)             engage in (A) any trade loading practices or any other promotional sales or discount activity with any customers or distributors with the intent of accelerating to pre-Closing periods sales to customers or distributors that would otherwise be expected (based on past practice) to occur in post-Closing periods, (B) any practice (including providing any discount, accommodation or other concession outside the Ordinary Course of Business) with the intent of accelerating to pre-Closing periods collections of accounts receivable that would otherwise be expected (based on past practice) to be made in post-Closing periods, (C) any practice with the intent of postponing to post-Closing periods payments with respect to any Transferred Assets or Assumed Liabilities that would otherwise be expected (based on past practice) to be made in pre-Closing periods, or (D) any other promotional sales, discount activity or deferred revenue activity in each case outside the Ordinary Course of Business;

 

(xiii)           (A) reject or terminate any Material Contract or seek Bankruptcy Court approval to do so, or (B) fail to oppose any action by a third party to terminate (including any action by a third party to obtain Bankruptcy Court approval to terminate) any Material Contract;

 

(xiv)           with respect to any Transferred Asset, (A) agree to allow any form of relief from the automatic stay in the Bankruptcy Cases (other than pursuant to the Sale Order, the Interim DIP Order or the Final DIP Order); or (B) fail to oppose any action by a third party to obtain relief from the automatic stay in the Bankruptcy Cases;

 

(xv)             grant or acquire, or dispose of or permit to lapse, any rights to any material Intellectual Property included in the Transferred Assets, or disclose or agree to disclose to any Person, other than Representatives of the Buyer, any material Trade Secret included in the Transferred Assets; in each case except in the Ordinary Course of Business;

 

(xvi)           (A) compromise, settle or agree to settle, or consent to judgment in, any one or more Actions, or (B) institute any Action concerning any material Intellectual Property included in the Transferred Assets;

 

(xvii)         make, revoke or change any material election relating to Taxes of the Business or Transferred Assets that would reasonably be expected to have an adverse effect on the Buyer or any of its Affiliates, for any taxable period, or portion thereof, beginning after the Closing Date;

 

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