Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such Persons.
Consolidations, Mergers and Sales of Assets; Change in Control. No Credit Party will, or will permit any Subsidiary to, directly or indirectly:
Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly (i) consolidate or merge or amalgamate with or into any other Person other than (A) consolidations or mergers among Borrowers (other than Aziyo Med), (B) consolidations or mergers among a Guarantor and a Borrower (other than Aziyo Med) so long as the Borrower is the surviving entity, (C) consolidations or mergers among Guarantors, and (D) consolidations or mergers among Subsidiaries that are not Credit Parties, or (ii) consummate any Asset Dispositions other than Permitted Asset Dispositions.
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly:
Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers where a Borrower is the surviving entity, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors where a Guarantor is the surviving entity and (iv) consolidations or mergers among Excluded Foreign Subsidiaries.
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors, and (iv) consolidations or mergers among Subsidiaries that are not Credit Parties, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.
Consolidations, Mergers and Sales of Assets; Change in Control. No Obligor will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person (provided that (i) any Subsidiary may merge into the Company so long as the Company is the surviving entity, (ii) any Domestic Subsidiary may merge with and into any Obligor, provided that in the case of any merger with the Company, the Company is the surviving entity, and (iii) any Foreign Subsidiary may merge with and into any other Foreign Subsidiary of the Company or any Obligor, provided that in the case of a merger of a Foreign Subsidiary with and into any Obligor, such Obligor is the surviving entity, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Obligor will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor, except any Change of Control with respect to a Subsidiary resulting from a merger or consolidation of the type expressly permitted under clauses (i) through (ii) of the proviso above in this Section 8.6.
Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person, other than (i) mergers to consummate an acquisition permitted by subclauses (a), (b)(viii) and (b)(xii) of the definition of Permitted Investments and (ii) with not less than twenty (20) Business Days’ prior written notice to Agent (or such lesser amount of notice as Agent, in its sole discretion, may from time to time permit) mergers of any Subsidiary of a Borrower that is wholly-owned with and into a Borrower (with such Borrower as the surviving entity of such merger) or with and into any other Subsidiary of a Borrower that is wholly-owned or (b) consummate any asset dispositions other than (i) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (ii) dispositions of personal property assets (other than Accounts) for cash and fair value that the applicable Borrower determines in good faith is no longer used or useful in the business of such Borrower and its Subsidiaries, (iii) the granting of Liens that are Permitted Liens, (iv) licensing Intellectual Property in the Ordinary Course of Business, and (v) dispositions of personal property assets among Borrowers. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such Persons.”
Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly consolidate,merge or amalgamate with or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person except (a) a Subsidiary that is not a Credit Party may merge into any Credit Party or any Subsidiary of a Credit Party (provided that, to the extent such Subsidiary that is not a Credit Party has its equity pledged to Agent, then any Person it merges with must also have its equity pledged to Agent by at least the same percentage), (2) a Subsidiary that is a Credit Party may merge into any other Credit Party (provided that, (y) to the extent such Subsidiary being merged has its equity pledged to Agent, then any Person it merges with must also have its equity pledged to Agent by at least the same percentage and (z) to the extent Endologix is part of such transaction, Endologix must be the surviving Person), (3) any Subsidiary of Endologix (other than, for the avoidance of doubt, Endologix) may liquidate or dissolve if (i) Endologix determines in good faith that such liquidation or dissolution is in the best interests of Endologix and it is not materially disadvantageous to the Agent or the Lenders and (ii) to the extent such Subsidiary is a Guarantor, any such assets or business held by such subject Subsidiary shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution, and (4) Permitted Acquisitions. Endologix shall not permit Endologix to establish or form any Subsidiary, unless such Subsidiary complies with Section 4.11(d)), if applicable, and such Subsidiary (other than any such Subsidiary that is a Foreign Subsidiary or an Excluded Domestic Holdco) executes and/or delivers all other documents, agreements and instruments reasonably requested by Agent or the Required Lenders to perfect a Lien in favor of Agent (for the benefit of the Agent and the Lenders) on such Subsidiary’s (other than any such Subsidiary that is a Foreign Subsidiary or an Excluded Domestic Holdco) assets and to make such Subsidiary (other than any such Subsidiary that is a Foreign Subsidiary or an Excluded Domestic Holdco) a Guarantor under the Financing Documents.
Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly consolidate or merge or amalgamate with or into any other Person other than (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Aptevo Therapeutics, Aptevo Therapeutics shall be the surviving entity), (b) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity, (d) consolidations or mergers among Excluded Foreign Subsidiaries and (e) dissolutions or liquidations of Credit Parties (other than Aptevo Therapeutics) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower.
