Asset Dispositions and Mergers. Neither the Company nor any of its Subsidiaries shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets (or become contractually committed to do so), except the following: (a) The Company and any of its Subsidiaries may sell or otherwise dispose of (i) inventory in the ordinary course of business, (ii) tangible assets to be replaced in the ordinary course of business within 12 months by other tangible assets of equal or greater value, and (iii) tangible assets that are no longer used or useful in the business of the Company or such Subsidiary. (b) Any Subsidiary of the Company may merge, amalgamate or be liquidated or reorganized into the Company or any Wholly Owned Subsidiary of the Company so long as after giving effect to any such merger to which the Company or a Guarantor is a party the Company or (if the Company is not party thereto) a Guarantor shall be the surviving or resulting Person. (c) So long as immediately before and after giving effect thereto no Default exists, the Company may, in addition to transactions permitted under Section 6.10(a), sell or otherwise dispose of assets for fair value; provided, however, that the Company shall make any prepayments of the Loan required by Section 2.05 as a result of such Disposition. (d) So long as immediately before and after giving effect thereto no Default exists, the Company may sell or otherwise dispose of assets for fair market value so long as the fair market value of all items so sold or disposed of plus all items sold or disposed of pursuant to Section 6.10(a)(iii) shall not exceed $25,000,000 in any fiscal year. (e) Mergers constituting Investments permitted by Section 6.08(e). (f) [intentionally omitted]. (g) Transfers by the Company and its domestic Subsidiaries of foreign patents, foreign trademarks and other foreign assets to its Foreign Subsidiaries to the extent permitted by Section 6.08(h).

Asset Dispositions and Mergers. Neither the Company nor any of its Subsidiaries shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets, (or become contractually committed to do so), except the following: 6.10.1. The Company and any of its Subsidiaries may sell or otherwise dispose of (a) inventory in the ordinary course of business, (b) tangible assets to be replaced in the ordinary course of business within 12 months by other tangible assets of equal or greater value and (c) tangible assets that are no longer used or useful in the business of the Company or such Subsidiary; provided, however, that the fair market value of all items so sold or disposed of pursuant to this clause (c) plus all items sold or disposed of pursuant to Section 6.10.4 shall not exceed $5,000,000 in any fiscal year. 6.10.2. Any Subsidiary of the Company may merge, amalgamate or be liquidated or reorganized into the Company or any Wholly Owned Subsidiary of the Company so long as after giving effect to any such merger to which the Company or a Guarantor is a party the Company or (if the Company is not party thereto) a Guarantor shall be the surviving or resulting Person. 6.10.3. So long as immediately before and after giving effect thereto no Default exists, the Company may, in addition to transactions permitted under 6.10.1, sell or otherwise dispose of assets for fair value; provided, however, that the Company shall make any prepayments of the Loan required by Section 4.2.2 as a result of such disposition. 6.10.4. So long as immediately before and after giving effect thereto no Default exists, the Company may sell or otherwise dispose of assets for fair market value so long as the fair market value of all items so sold or disposed of pursuant to this Section 6.10.4 plus all items sold or disposed of pursuant to Section 6.10.1(c) shall not exceed $5,000,000 in any fiscal year. 6.10.5. Mergers constituting Investments permitted by Section 6.8.5. 6.10.6. So long as immediately before and after giving effect thereto no Default exists, the Company and its Subsidiaries may enter into a Receivables Securitization; provided, however, that the Company shall make any prepayments of the loan required by Section 4.2.3 as a result of such Receivables Securitization.

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Asset Dispositions and Mergers. Except as otherwise set forth in EXHIBIT 6.11, neither the Borrower nor any of its Subsidiaries shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets, except the following: 6.11.1. So long as immediately prior to and after giving effect thereto there shall exist no Default, the Borrower and any of its Subsidiaries may sell or otherwise dispose of: (a) inventory in the ordinary course of business; (b) tangible assets to be replaced in the ordinary course of business within 12 months by other assets of equal or greater value; and (c) tangible assets no longer used or useful in the business of the Borrower or such Subsidiary; PROVIDED, HOWEVER, that the aggregate fair market value (or book value, if greater) of the assets sold or disposed of pursuant to this clause (c) shall not exceed $500,000 in any fiscal year. 6.11.2. Any Subsidiary may merge or be liquidated into the Borrower or any other Subsidiary of the Borrower so long as after giving effect to any such merger to which an Obligor is a party, an Obligor shall be the surviving or resulting Person.

Asset Dispositions and Mergers. Neither the Company nor any of its Subsidiaries shall merge or enter into a consolidation or sell, lease, exchange, sell and lease back, sublease or otherwise dispose of any of its assets (or become contractually committed to do so), except the following: 6.10.1. The Company and any of its Subsidiaries may sell or otherwise dispose of: (a) inventory and Cash Equivalents in the ordinary course of business; (b) assets that (i) will be replaced in the ordinary course of business within 12 months by other assets of equal or greater value or (ii) are no longer used or useful in the business of the Company or such Subsidiary; provided, however that the aggregate fair market value (book value, if greater) of all assets sold under this clause (b) in any fiscal year shall not exceed $1,000,000; (c) doubtful accounts receivable for collection purposes in the ordinary course of business; and (d) mineral reserves through depletion from normal mining operations in the ordinary course of business. 6.10.2. Licensing or leasing of assets for fair value in the ordinary course of business (so long as such assets are still available to be used by the Company and its Subsidiaries to the extent necessary to their businesses). 6.10.3. Any Wholly-Owned Subsidiary of the Company may merge, consolidate or be liquidated into the Company or any other Wholly-Owned Subsidiary of the Company, so long as after giving effect to any such merger to which the Company is a party the Company shall be the surviving or resulting Person. 6.10.4. So long as immediately before and after giving effect thereto no Default exists and the net proceeds thereof are applied to repay the Loan to the extent required by Section 4.2.2, the Company and its Subsidiaries may sell during any fiscal year for fair value (consisting of at least 80% cash) assets contributing not more than 5% of Consolidated Revenues for the Company’s most recently completed fiscal year; provided, however, that the sum of the foregoing percentages of Consolidated Revenues for all assets sold pursuant to this Section 6.10.4 since the Closing Date shall not exceed 15%.

Asset Dispositions and Mergers. Except as otherwise set forth in Exhibit 6.11, none of the Obligors shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets, except the following: 6.11.1. So long as immediately prior to and after giving effect thereto there shall exist no Default, the Obligors may sell or otherwise dispose of (a) inventory in the ordinary course of business, (b) tangible assets to be replaced in the ordinary course of business within 12 months by other assets of equal or greater value, (c) tangible assets no longer used or useful in the business of such Obligor; provided, however, that the aggregate fair market value (or book value, if greater) of the assets sold or disposed of pursuant to this clause (c) shall not exceed $100,000 in any fiscal year. 6.11.2. Any Borrower may merge or be liquidated into any other Borrower.

Asset Dispositions and Mergers. Except as otherwise set forth in Exhibit 6.11, neither the Borrower nor any of its Subsidiaries shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets, except the following: 6.11.1. So long as immediately prior to and after giving effect thereto there shall exist no Default, the Borrower and any of its Subsidiaries may sell or otherwise dispose of: (a) inventory in the ordinary course of business; (b) tangible assets to be replaced in the ordinary course of business within 12 months by other assets of equal or greater value; (c) tangible assets no longer used or useful in the business of the Borrower or such Subsidiary; provided, however, that the aggregate fair market value (or book value, if greater) of the assets sold or disposed of pursuant to this clause (c) shall not exceed $500,000 in any fiscal year; and (d) the portion of the assets acquired from Gulf Coast Pathology Associates, Inc. that comprise the operations of two clinical laboratories. 6.11.2. Any Subsidiary may merge or be liquidated into the Borrower or any other Subsidiary of the Borrower so long as after giving effect to any such merger to which the Borrower is a party the Borrower shall be the surviving or resulting Person.

Asset Dispositions and Mergers. None of the Obligors shall merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets, except the following: 6.12.1. So long as immediately prior to and after giving effect thereto there shall exist no Default, the Obligors may sell or otherwise dispose of (a) inventory in the ordinary course of business, (b) tangible assets to be replaced in the ordinary course of business within 12 months by other assets of equal or greater value, or (c) tangible assets no longer used or useful in the business of such Obligor; PROVIDED, HOWEVER, that the aggregate fair market value (or book value, if greater) of the assets sold or disposed of pursuant to this clause (c) shall not exceed $100,000 in any fiscal year. 6.12.2. Any Borrower may merge or be liquidated into any other Borrower. 6.12.3. The Company may sell the premises covered by the Mortgage so long as the Company has obtained the prior written consent of the holder of the Mortgage Loan and provided that the proceeds of such sale are applied as a voluntary prepayment of the Mortgage Loan in accordance with Section 4.3.3 and any excess proceeds are applied as a voluntary prepayment of the Revolving Loan in accordance with Section 4.1.3.

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