TO A LOAN PARTY;
(IV)
THE COMPANY AND ITS SUBSIDIARIES MAY (A) SELL INVENTORY IN THE ORDINARY
COURSE OF BUSINESS, (B) EFFECT SALES, TRADE-INS OR DISPOSITIONS OF USED
EQUIPMENT FOR VALUE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, (C) ENTER INTO LICENSES OF TECHNOLOGY IN THE ORDINARY COURSE OF
BUSINESS, AND (D) MAKE ANY OTHER SALES, TRANSFERS, LEASES OR DISPOSITIONS THAT,
TOGETHER WITH ALL OTHER PROPERTY OF THE COMPANY AND ITS SUBSIDIARIES PREVIOUSLY
LEASED, SOLD OR DISPOSED OF AS PERMITTED BY THIS CLAUSE (D) DURING ANY FISCAL
YEAR OF THE COMPANY, DOES NOT EXCEED 10% OF CONSOLIDATED TOTAL ASSETS
(DETERMINED AS OF THE END OF THE MOST RECENTLY COMPLETED FISCAL QUARTER OF THE
COMPANY);
(V)
ANY SUBSIDIARY MAY LIQUIDATE OR DISSOLVE IF THE COMPANY DETERMINES IN GOOD
FAITH THAT SUCH LIQUIDATION OR DISSOLUTION IS IN THE BEST INTERESTS OF THE
COMPANY AND IS NOT MATERIALLY DISADVANTAGEOUS TO THE LENDERS;
(VI)
THE COMPANY MAY (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) TRANSFER
THE EQUITY INTERESTS IN BRUKER BIOSPIN INVEST AG TO BRUKER BIOSPIN CORP.
FOLLOWING THE BIOSPIN ACQUISITION; OR
(VII)
SO LONG AS NO DEFAULT HAS OCCURRED AND IS THEN CONTINUING OR WOULD ARISE
AFTER GIVING EFFECT (INCLUDING PRO FORMA EFFECT) THERETO, THE COMPANY AND ITS
SUBSIDIARIES MAY CONSUMMATE THE PARTIAL SALE OF THE SUPERCONDUCTING WIRE
BUSINESS OF BRUKER BIOSPIN GMBH, EAS EUROPEAN ADVANCED SUPERCONDUCTORS
VERWALTUNGS GMBH, EAS EUROPEAN ADVANCED SUPERCONDUCTORS GMBH & CO. KG AND EHTS
EUROPEAN HIGH TEMPERATURE SUPERCONDUCTORS GMBH & CO. KG.
(B)
THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO,
ENGAGE TO ANY MATERIAL EXTENT IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
CONDUCTED BY THE COMPANY AND ITS SUBSIDIARIES ON THE DATE OF EXECUTION OF THIS
AGREEMENT AND BUSINESSES REASONABLY RELATED THERETO.
(C)
THE COMPANY WILL NOT, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, CHANGE
ITS FISCAL YEAR FROM THE BASIS IN EFFECT ON THE EFFECTIVE DATE.
SECTION 6.04.
INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
THE
COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, PURCHASE, HOLD
OR ACQUIRE (INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT WAS NOT A
WHOLLY OWNED SUBSIDIARY PRIOR TO SUCH MERGER) ANY CAPITAL STOCK, EVIDENCES OF
INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT OR OTHER RIGHT
TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR PERMIT TO EXIST ANY LOANS OR
ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE OR PERMIT TO EXIST ANY
INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON, OR
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PURCHASE OR OTHERWISE ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS)
ANY PERSON OR ANY ASSETS OF ANY OTHER PERSON CONSTITUTING A BUSINESS UNIT,
EXCEPT:
(A)
PERMITTED INVESTMENTS;
(B)
PERMITTED ACQUISITIONS;
(C)
INVESTMENTS BY THE BORROWERS EXISTING ON THE DATE HEREOF IN THE CAPITAL
STOCK OF THEIR SUBSIDIARIES;
(D)
INVESTMENTS, LOANS OR ADVANCES MADE BY THE COMPANY IN OR TO ANY SUBSIDIARY
AND MADE BY ANY SUBSIDIARY TO THE COMPANY (PROVIDED THAT NOT MORE THAN
$25,000,000