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

Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to: (a) consolidate or merge or amalgamate with or into any other Person, other than (i) with not less than twenty (20) days prior written notice to Agent, consolidations, mergers or amalgamations of Holdings pursuant to which the surviving or transferee Person is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and the surviving or transferee Person shall expressly assume, by an amendment or other instrument all of 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, (ii) 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, (iii) consolidations, mergers or amalgamations consummated to effect the consummation of a Permitted Acquisition, (iv) consolidations, mergers or amalgamations of any Person with or into any Borrower so long as such Borrower shall be the resulting or surviving Person, (v) 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 with or into another Subsidiary of a Credit Party; provided that, in the case of (iii), (iv), (v) and (vi), if a Borrower is a party to such consolidation, merger or amalgamation, such Borrower shall be the surviving Person, or (b) consummate any Asset Dispositions other than (i) 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 is a corporation organized and existing under the laws of the United States of America, any State thereof or the 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 immediately preceding sentence of this Section 5.6.

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to: (a) consolidate , directly or indirectly consolidate,merge or amalgamate with or into, dissolve or liquidate into any other Personor convey, other than transfer, lease or otherwise dispose of (iwhether in one transaction or in a series of transactions) with not less than twenty (20) days prior written notice to Agent, consolidations, mergers all or amalgamations of Holdings pursuant to which the surviving or transferee Person is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and the surviving or transferee Person shall expressly assume, by an amendment or other instrument substantially all of the obligations of Holdings under this Agreement and the other Financing Documents and immediately after giving effect its assets (whether now owned or hereafter acquired) to such transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement or any other Financing Document, (ii) 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, (iii) consolidations, mergers or amalgamations consummated to effect the consummation of a Permitted Acquisition, (iv) consolidations, mergers or amalgamations favor of any Person with or into any Borrower so long as such Borrower shall be the resulting or surviving Person, except (va) consolidations, mergers or amalgamations of any Credit Party with or into another Credit Party and (vi) consolidations, mergers or amalgamations of any a Subsidiary that is not a Credit Party with may merge into any Credit Party or into another any Subsidiary of a Credit Party; Party (provided that, in to the case of (iiiextent 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), (iv)2) a Subsidiary that is a Credit Party may merge into any other Credit Party (provided that, (vy) 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 (vi)z) to the extent Endologix is part of such transaction, if a Borrower is a party to such consolidation, merger or amalgamation, such Borrower shall Endologix must be the surviving Person), (3) any Subsidiary of Endologix (other than, for the avoidance of doubt, Endologix) may liquidate or (b) consummate any Asset Dispositions other than dissolve if (i) Permitted Asset Dispositions Endologix determines in good faith that such liquidation or (ii) with dissolution is in the best interests of Endologix and it is not less than thirty (30) days prior written notice materially disadvantageous to Agent, any sale, conveyance, or transfer of all or substantially all of any Borrower’s assets to another Person that is a corporation organized and existing under the laws of the United States of America, any State thereof Agent or the 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 Lenders and (ii) Asset Dispositions that would otherwise be permitted pursuant to the immediately preceding sentence 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 this Section 5.6Agent (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. 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 except (i) with not less than twenty in order to consummate a Permitted Acquisition (20provided, that (x) days prior written notice to Agent, consolidations, mergers or amalgamations a Borrower must be the surviving entity of Holdings pursuant any such merger to which it is a party (and no merger may occur between Holdings and any Borrower), and (y) a Credit Party must be the surviving or transferee Person entity of any merger to which it is a corporation organized and existing under the laws of the United States of America, party with any state thereof or the District of Columbia, and the surviving or transferee Person shall expressly assume, by an amendment or other instrument all of 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 Documentnon-Credit Party), (ii) consolidations, mergers or amalgamations consummated to effect the consummation of any merger between 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 amalgamations of any Person with or into any Borrower so long as such Borrower shall be the resulting or surviving Person, (v) consolidations, mergers or amalgamations of any Credit Party with or into another Credit Party and (vi) consolidations, mergers or amalgamations a Subsidiary of any Subsidiary such Credit Party that is not a Credit Party, so long as such Credit Party with or into another Subsidiary is the surviving entity of a Credit Party; provided thatany such merger, in the case of and (iii), ) any merger between Subsidiaries of any Credit Party that are not Credit Parties; (iv), (vb) and (vi), if a Borrower is a party to such consolidation, merger or amalgamation, such Borrower shall be the surviving Person, undergo any statutory division; or (bc) consummate any Asset Dispositions Disposition other than (i) Permitted Asset Dispositions or and (ii) with not less than thirty (30) days prior written notice to Agent, any sale, conveyance, the liquidation or transfer dissolution of all or substantially all non-operating Subsidiaries of any Borrower’s Credit Party that are not themselves a Credit Party (other than any such Subsidiary the equity interests of which (or any portion thereof) is subject to a Lien in favor of Agent) with nominal assets to another Person that is a corporation organized and existing under the laws of the United States of Americanominal liabilities, any State thereof or the District of Columbia, and such person expressly assumes by an amendment or other instrument so long as all of the obligations assets (including any interest in any equity interests) of such transferring Borrower under this Agreement and the other Financing Documentsliquidating or dissolving Subsidiary are transferred to a Credit Party or Subsidiary of a Credit Party that is not liquidating or dissolving. 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 immediately preceding sentence of this Section 5.6Control.

Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower willThe Company will not, or and will not permit any Subsidiary to: to (a) consolidate or merge or amalgamate with or into any other Person, other than (iu) with not less than twenty (20) days prior written notice to Agent, consolidations, mergers or amalgamations of Holdings the Company pursuant to which the surviving or transferee Person is a corporation organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia, and the surviving or transferee Person shall expressly assume, by an amendment or other instrument supplemental indenture all of the obligations of Holdings the Company under the Notes and this Agreement Indenture (and the other Financing Documents any representation agreements and registration rights agreements related hereto) 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 DocumentIndenture, (iiv) 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, (iiiw) consolidations, mergers or amalgamations consummated to effect the consummation of a Permitted Acquisition, (ivx) consolidations, mergers or amalgamations of any Person with or into any Borrower Credit Party so long as such Borrower Credit Party shall be the resulting or surviving Person, (vy) consolidations, mergers or amalgamations of any Credit Party with or into another Credit Party and (viz) consolidations, mergers or amalgamations of any Subsidiary that is not a Credit Party with or into another Subsidiary of a Credit Partythe Company or the Company; provided that, in the case of (iiiw), (ivx), (vy) and (viz), if a Borrower the Company is a party to such consolidation, merger or amalgamation, such Borrower the Company shall be the surviving Person, or (b) consummate any Asset Dispositions other than (i) Permitted Asset Dispositions or (ii) with not less than thirty (30) days prior written notice to Agent, any sale, conveyance, transfer or transfer sale of all or substantially all of any Borrowerthe Company’s assets to another Person that is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such person Person expressly assumes by an amendment or other instrument 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 transferring Borrower transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement and the other Financing DocumentsIndenture. No Borrower The Company will not suffer or permit to occur any Subsidiary 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 immediately preceding sentence of this Section 5.64.13(e).