Common use of Consolidations, Mergers and Sales of Assets; Change in Control Clause in Contracts

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 : (a) consolidate or indirectly consolidate,merge or amalgamate with or intointo any other Person, dissolve other than (i) with not less than twenty (20) days prior written notice to Agent, consolidations, mergers or liquidate into amalgamations of Holdings pursuant to which the surviving or conveytransferee Person is a corporation organized and existing under the laws of the United States of America, transferany state thereof or the District of Columbia, lease and the surviving or otherwise dispose of (whether in one transaction transferee Person shall expressly assume, by an amendment or in a series of transactions) all or substantially other instrument all of its assets the obligations of Holdings under this Agreement and the other Financing Documents and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement or any other Financing Document, (whether now owned ii) consolidations, mergers or hereafter acquiredamalgamations consummated to effect the consummation of a Permitted Asset Disposition of the type specified in clauses (a), (c), (e) and (i) of the definition thereof, (iii) consolidations, mergers or amalgamations consummated to effect the consummation of a Permitted Acquisition, (iv) consolidations, mergers or in favor amalgamations of any Person except with or into any Borrower so long as such Borrower shall be the resulting or surviving Person, (av) a consolidations, mergers or amalgamations of any Credit Party with or into another Credit Party and (vi) consolidations, mergers or amalgamations of any Subsidiary that is not a Credit Party may merge with or into any Credit Party or any another Subsidiary of a Credit Party (Party; provided that, to in 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 percentagecase of (iii), (2iv), (v) and (vi), if a Subsidiary that Borrower is a Credit Party may merge into any other Credit Party (provided thatparty to such consolidation, (y) to the extent merger or amalgamation, 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 Borrower shall be the surviving Person), or (3b) consummate any Subsidiary of Endologix (Asset Dispositions other than, for the avoidance of doubt, Endologix) may liquidate or dissolve if than (i) Endologix determines in good faith Permitted Asset Dispositions or (ii) with not less than thirty (30) days prior written notice to Agent, any sale, conveyance, or transfer of all or substantially all of any Borrower’s assets to another Person that such liquidation or dissolution is in a corporation organized and existing under the best interests laws of Endologix and it is not materially disadvantageous to the Agent United States of America, any State thereof or the Lenders District of Columbia, and such person expressly assumes by an amendment or other instrument all of the obligations of such transferring Borrower under this Agreement and the other Financing Documents. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor other than (i) Permitted Asset Dispositions and (ii) Asset Dispositions that would otherwise be permitted pursuant 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 immediately preceding sentence of this 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 Documents5.6.

Consolidations, Mergers and Sales of Assets; Change in Control. The Company will not, and will not permit any Subsidiary to (a) No Borrower will, consolidate or will permit any Subsidiary to, directly or indirectly consolidate,merge or amalgamate with or intointo any other Person, dissolve other than (u) consolidations, mergers or liquidate into amalgamations of the Company pursuant to which the surviving or conveytransferee Person is a corporation organized and existing under the laws of the United States of America, transferany State thereof or the District of Columbia, lease and the surviving or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially transferee Person shall expressly assume, by supplemental indenture all of its assets the obligations of the Company under the Notes and this Indenture (whether now owned and any representation agreements and registration rights agreements related hereto) and immediately after giving effect to such transaction, no Default or hereafter acquiredEvent of Default shall have occurred and be continuing under this Indenture, (v) consolidations, mergers or amalgamations consummated to effect the consummation of a Permitted Asset Disposition of the type specified in clauses (a), (c), (e) and (i) of the definition thereof, (w) consolidations, mergers or in favor amalgamations consummated to effect the consummation of a Permitted Acquisition, (x) consolidations, mergers or amalgamations of any Person except with or into any Credit Party so long as such Credit Party shall be the resulting or surviving Person, (ay) a consolidations, mergers or amalgamations of any Credit Party with or into another Credit Party and (z) consolidations, mergers or amalgamations of any Subsidiary that is not a Credit Party may merge with or into any Credit Party or any another Subsidiary of a Credit Party (the Company or the Company; provided that, to in 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 percentagecase of (w), (2) a Subsidiary that is a Credit Party may merge into any other Credit Party (provided thatx), (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) ), if the Company is a party to such consolidation, merger or amalgamation, the extent Endologix is part of such transaction, Endologix must Company shall be the surviving Person), or (3b) consummate any Subsidiary of Endologix (Asset Dispositions other than, for the avoidance of doubt, Endologix) may liquidate or dissolve if than (i) Endologix determines in good faith that such liquidation Permitted Asset Dispositions or dissolution is in the best interests of Endologix and it is not materially disadvantageous to the Agent or the Lenders and (ii) any sale, conveyance, transfer or sale of all or substantially all of the Company’s assets to the extent such Subsidiary another Person that is a Guarantorcorporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such assets or business held Person expressly assumes by such subject Subsidiary shall be transferred to, or otherwise owned or conducted by, a Credit Party supplemental indenture all of the obligations of the Company under the Notes and this Indenture (and any representation agreements and registration rights agreements related hereto) and immediately after giving effect to such liquidation transaction, no Default or dissolution, Event of Default shall have occurred and be continuing under this Indenture. The Company will not suffer or permit to occur any Subsidiary Change in Control with respect to any Subsidiary other than (i) Permitted Asset Dispositions and (4ii) Permitted Acquisitions. Endologix shall not permit Endologix Asset Dispositions that would otherwise be permitted pursuant to establish or form any Subsidiary, unless such Subsidiary complies with the immediately preceding sentence of this Section 4.11(d4.13(e)), 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,indirectly: (a) consolidate or merge or amalgamate with or intointo any other Person, dissolve or liquidate into or conveyexcept (i) in order to consummate a Permitted Acquisition (provided, transfer, lease or otherwise dispose of that (whether in one transaction or in x) a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor Borrower must be the surviving entity of any Person except such merger to which it is a party (aand no merger may occur between Holdings and any Borrower), and (y) a Credit Party must be the surviving entity of any merger to which it is a party with any non-Credit Party), (ii) any merger between a Credit Party and a Subsidiary of such Credit Party that is not a Credit Party, so long as such Credit Party may merge into is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Credit Party that are not Credit Parties; (b) undergo any statutory division; or (c) consummate 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 Asset Disposition 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 than (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 Permitted Asset Dispositions and (ii) to the extent such Subsidiary is a Guarantor, liquidation or dissolution of non-operating Subsidiaries of any such assets or business held by such subject Subsidiary shall be transferred to, or otherwise owned or conducted by, Credit Party that are not themselves 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 the equity interests of which (or any portion thereof) 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 subject to perfect a Lien in favor of Agent (for the benefit Agent) with nominal assets and nominal liabilities, so long as all of the Agent and the Lendersassets (including any interest in any equity interests) on of such Subsidiary’s (other than any such liquidating or dissolving Subsidiary are transferred to a Credit Party or Subsidiary of a Credit Party that is a Foreign Subsidiary not liquidating or an Excluded Domestic Holdco) assets and dissolving. No Borrower will suffer or permit to make such Subsidiary (other than occur any such Subsidiary that is a Foreign Subsidiary or an Excluded Domestic Holdco) a Guarantor under the Financing DocumentsChange in Control.