|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
(c) suspend or cease operating a substantial portion of its or their business, except as expressly permitted pursuant to clause (a) above or pursuant to a transaction permitted under Section 6.4.
(d) form any new Subsidiary without the prior written consent of the Required Lenders; provided, that, to the extent the Required Lenders provide consent with respect to the formation of any new Subsidiary, such new Subsidiary shall become a Guarantor pursuant Section 5.11, or
(e) enter into any arrangement with any Person whereby, in a substantially contemporaneous transaction, a Loan Party or any Subsidiary of any Loan Party sells or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset.
6.4 Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, Borrower will not, and will not permit any of its Subsidiaries to convey, sell, lease, license, assign, transfer, abandon or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, abandon or otherwise dispose of) any of its or their assets (whether in one transaction or a series of related transactions).
6.5 Nature of Business. Borrower will not, and will not permit any of its Subsidiaries to make any material change in the nature of its or their business as conducted by Borrower and its Subsidiaries on the date hereof or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided, that the foregoing shall not prevent Borrower and its Subsidiaries from engaging in any business that is reasonably related or ancillary to the then-current business of Borrower and its Subsidiaries.
6.6 Prepayments and Amendments. Borrower will not, and will not permit any of its Subsidiaries to,
(a) Directly or indirectly, do any of the following:
(i) optionally prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than:
(A) the Obligations in accordance with this Agreement, and
(B) the Adequate Protection Obligations to the extent the DIP Orders expressly permit such payment to be made without further consent of the Agent or any Lender;
(ii) make any payment on account of Indebtedness that has been, or was required to be, contractually subordinated in right of payment to the Obligations unless such payment is (x) permitted at such time under the subordination terms and conditions, (y) in accordance with the Approved Budget, subject to Permitted Variances, and (z) not prohibited by the DIP Orders, or
(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of any of the following:
(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning any Indebtedness other than (1) the Obligations in accordance with this Agreement, (2) Permitted Intercompany Advances (subject to the Intercompany Subordination