SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019
Entire Document

eminent domain or otherwise, or confiscation or requisition of use of property,


(i)       the leasing or subleasing of any real or personal property of Borrower or its Subsidiaries in the Ordinary Course of Business,


(j)       [reserved],


(k)       the lapse or abandonment of patents, trademarks, copyrights, or other Intellectual Property rights, in each case, that are not material and in the Ordinary Course of Business and that is, in the reasonable judgment of the Borrower, no longer economically practicable or commercially reasonable to maintain or useful in any material respect in the conduct of business of Borrower and its Subsidiaries, taken as a whole, so long as, (A) with respect to copyrights, such copyrights are not material revenue generating copyrights and (B) such lapse or abandonment is not materially adverse to the interests of the Lender Group,


(l)       the making of Restricted Payments that are expressly permitted to be made pursuant to the Agreement,


(m)       the making of Permitted Investments,


(n)       so long as no Event of Default has occurred and is continuing or would immediately result therefrom, transfers of assets (i) from Borrower or any of its Subsidiaries to a Loan Party, and (ii) from any Subsidiary of Borrower that is not a Loan Party to any Loan Party,


(o)       any other disposition (other than a Non-Exclusive License) in a transaction or series of related transactions of assets with a fair market value of less than $100,000 and less than $150,000 for all dispositions pursuant to this clause (o),


(q)       the sale transactions contemplated by any Sale Agreement; provided that, other than with respect to the sale transactions pursuant to the Stalking Horse Sale Agreement, (i) such sale transactions, collectively, shall provide for Net Cash Proceeds in an aggregate amount sufficient for the payment in full in cash of the Obligations after giving effect to the closing(s) of the sale(s) contemplated thereby in accordance with the terms of such agreement(s), and (ii) on the closing date of the sales contemplated by the Sale Agreement, sufficient Net Cash Proceeds thereof are applied to repay the Obligations in full in cash and the Commitments are terminated, and


(r)       any sale of any Treximet Assets pursuant to Section 363 of the Bankruptcy Code.


Permitted Holders” means (a) any Person identified as a Lender on the signature pages to the Agreement as of the Closing Date (not including any of their respective assignees that become Lenders from time to time after the Closing Date), regardless of whether or not such Person continues to be party to the Agreement as a Lender at the relevant time of determination, (b) any Affiliate of any Person referred to in clause (a) above, (c) any other Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (i) any Person referred to in clause (a) or (b) above or (ii) an entity or an Affiliate of an entity that administers, advises or manages any Person referred to in clause (a) or (b) above, (d) any fund or investment vehicle that is managed by the same entity that manages a Person identified as a Lender on the signature pages to the Agreement as of the Closing Date, and (e) any other Person with which one or more Persons referred to in clauses (a), (b), (c) and/or (d) above forms a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (e), one or more Persons referred to in clauses (a), (b), (c) and/or (d) above beneficially


Schedule 1.1

Page - 23