Example ContractsClausesCovenants of Aegis Regarding Aegis-Obligor Fundamental Transactions
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Covenants of Aegis Regarding Aegis-Obligor Fundamental Transactions. Notwithstanding anything set forth herein to the contrary, Aegis covenants and agrees (on behalf of itself and each of its Affiliates, whether existing now or in the future) that in the event of any Aegis-Obligor Fundamental Transaction, Aegis shall ensure that # all of the -District Debt and all of the 2024 Debt shall remain the direct obligation of (or the Surviving Successor (as defined below)) and # either:

in the case of any Aegis-Obligor Fundamental Transaction the consummation of which does not survive, # will, as part of such Aegis-Obligor Fundamental Transaction, be merged into and succeeded by Aegis or an Affiliate thereof (Aegis or such Affiliate thereof, as applicable, in such capacity, the “ Surviving Successor”), # such Surviving Successor shall survive the consummation of such Aegis-Obligor Fundamental Transaction and any other Aegis-Obligor Fundamental Transactions, and # immediately upon the consummation of such Aegis-Obligor Fundamental Transaction, the shares of common stock of the Surviving Successor will be quoted for trading on the Nasdaq Capital Market.

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Aegis-Obligor Fundamental Transaction” has the meaning given to such term in [Section 4(f)].

Agent” shall mean Aegis in its capacity as Agent hereunder until upon the occurrence of an Aegis-Obligor Fundamental Transaction and the -District Creditors’ election to replace Aegis as Agent with the Successor Agent in accordance with [Section 4(f)] of this Agreement, whereupon “Agent” shall mean the Successor Agent.

as of the Effective Date, Aegis is the lawful owner of all of the Aegis Debt, and the Aegis Debt under the Aegis Note Documents listed in the constitutes the only debt, liabilities or obligations owed by any Obligor to Aegis (except for the obligations of the Obligors to Aegis under this Agreement); and

The Collateral is secured by a lien in favor of Aegis granted by the Obligor to Aegis (the “Aegis Lien”). The relative priorities of the Security Interest of the Secured Parties in the Collateral and the Aegis Lien are as set forth in the Intercreditor Agreement.

Intercreditor Agreement. Notwithstanding anything set forth in this Agreement to the contrary, the parties expressly acknowledge and agree that # the Notes and the Obligations are subject to that certain Intercreditor Agreement dated as of , by and among (“Craft Canning”), (“Aegis”) (the “Intercreditor Agreement”), which Intercreditor Agreement sets forth the relative priorities of the Obligations with the indebtedness owing by the Obligor # to Aegis under that certain Amended and Restated Secured Promissory Note in the original principal amount of dated as of (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Aegis Note”), which Aegis Note amended and restated that certain Secured Promissory Note dated in the original principal amount of originally issued by the Obligor to Aegis pursuant to that certain Note Purchase Agreement dated as of by and among the Obligor, Craft Canning, and Aegis (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Aegis Note Purchase Agreement”), and # pursuant to any other Aegis Note Documents (as defined in the Intercreditor Agreement) and # the Security Interest is pari passu with the lien on the assets of the Obligor granted to Aegis securing the obligations of the Obligor under and in connection with the Aegis Note, Aegis Note Purchase Agreement, and any other Aegis Note Documents (as defined in the Intercreditor Agreement), subject to the terms and conditions of the Intercreditor Agreement.

No delay by Aegis in exercising any right or remedy hereunder or under any Aegis Note Document, or in failing to exercise the same shall operate as a waiver in favor of any Obligor or any -District of any such right or remedy. No notice to or demand on any Obligor or any -District by Aegis shall be deemed a waiver of any right of Aegis hereunder or under any Aegis Note Document to take further action without notice or demand.

affect the relative rights of Aegis and any other of any Obligor other than the relative rights of Aegis in relation to the -District Creditors.

Restriction on Future Indebtedness with Aegis. Without the prior written consent of the -District Creditors (provided, however, that the consent of the -District Creditors will not be required at any time when all of the following two (2) conditions are met: # the A&R -District Notes have been Paid in Full in their entirety and # the aggregate principal amount outstanding under the A&R -District Unsecured Notes is less than ), # no Obligor will issue to Aegis nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of Aegis Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the principal amount of the A&R Aegis Note shall in no event be permitted to exceed in the aggregate at any time and further provided, for the avoidance of doubt, that any fees, interest, or other obligations that become due or payable pursuant to the terms of any Aegis Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(ii)]), # no Obligor will grant any additional Lien as security for the Aegis Debt or any other indebtedness owing by any Obligor to Aegis or any Affiliate thereof beyond those Liens granted as of the date of this Agreement pursuant to the Aegis Note Documents as in effect on the Effective Date, and # neither Aegis nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. Aegis and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to Aegis or any Affiliate thereof and/or any grant by any Obligor of any Lien to Aegis or any Affiliate thereof in violation of the terms of this [Section 11(a)(ii)] shall be void ab initio and have no force or effect.

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