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$PTC
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10-K
Nov 21, 4:02 PM ET
PTC INC. 10-K
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Contents
4
“Titan Disposition” means the consummation of the transactions contemplated by that certain Asset Purchase Agreement, dated as of November 5, 2025 (as amended, amended and restated or otherwise modified from time to time, in each case, excluding any amendments, amendments and restatements or other modifications that would be materially adverse to the Lenders in their capacities as such, the “Titan Purchase Agreement”), by and between the Parent and Parrot US Buyer, L.P., including, without limitation, the disposition of the “Purchased Assets” as defined in the Titan Purchase Agreement.
SECTION 5.12. Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist (provided that notwithstanding the foregoing, the preceding Default and/or Event of Default blocker shall not apply to the transactions set forth in Section 5.12(l)):
(k) any Company may make any other sale, lease, transfer or other disposition of its property not otherwise permitted under this Section; provided that the aggregate book value of all property sold, leased, transferred or otherwise disposed of pursuant to this clause (k) in any fiscal year of the Parent shall not exceed Two Hundred Fifty Million Dollars ($250,000,000); and
(l) the Parent may consummate the Titan Disposition.