SEC Filings

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

involving any payment to or sale, transfer or disposition of asset to any Person other than (x) a Loan Party or (y) pursuant to the DIP Orders, Nalpropion), so long as such transactions (A) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Borrower or its Subsidiaries in excess of $500,000 for any single transaction or series of related transactions, (B) are no less favorable, taken as a whole, to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate and (C) pursuant to and in accordance with the DIP Orders or the cash management order entered by the Bankruptcy Court; provided that any transaction or series of transactions pursuant to this clause (a) with an aggregate value in excess of $1,000,000 must first be approved by a majority of the Board of Directors of Borrower who are disinterested in the subject matter of the transaction pursuant to a board resolution delivered to the Agent and the Lenders at least two business days prior to the consummation of such transaction,


(b)                so long as it has been approved by Borrower’s or its applicable Subsidiary’s Board of Directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of Borrower or its applicable Subsidiary,


(c)                so long as it has been approved by Borrower or its applicable Subsidiary’s Board of Directors (or comparable governing body) in accordance with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of Borrower and its Subsidiaries in the Ordinary Course of Business and consistent with industry practice,


(d)                transactions by and between or among the Loan Parties, in each case subject to, and to the extent permitted by, the terms of this Agreement and the other Loan Documents,


(e)                transactions expressly permitted by Section 6.7 or 6.9, and


(f)                 the Transactions or transactions in relation to the Loan Documents.


6.11            Use of Proceeds. Borrower will not, and will not permit any of its Subsidiaries to, use the proceeds of any Loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay all outstanding loans under the Prepetition Revolving Credit Agreement, together with all accrued and unpaid interest on such loans and the accrued and unpaid unused line fee thereunder, and (ii) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, for working capital and general corporate purposes, in each case (x) for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrower will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors) and (y) consistent with the Approved Budget, subject to Permitted Variances.


6.12            Limitation on Issuance of Equity Interests. Except for a disposition permitted by Section ‎6.4, Borrower will not, and will not permit any of its Subsidiaries to, issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.


6.13            Negative Pledge. Each Loan Party will not, and each Loan Party will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any agreement restricting or placing limitations on its ability to grant a security interest to the Agent in their respective right, title and interest in, to and under Zohydro Assets.


6.14            Borrower and IP Subsidiaries. Borrower will not incur any liabilities (other than liabilities arising under the Loan Documents and liabilities existing as of the Petition Date under