Common use of Fundamental Changes and Acquisitions Clause in Contracts

Fundamental Changes and Acquisitions. Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor; (i) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an Obligor; and (d) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and (e) Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor; (ic) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an ObligorGuarantor; and (d) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and (e) Borrower and its Subsidiaries Subsidiaries, other than Computational Engines, Inc., may make Permitted Acquisitions, not to exceed $5,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into consummate any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) ), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property fromAcquisition, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03except: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.059.05(e); (b) (i) the merger, amalgamation or consolidation of any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower any Obligor, provided that the surviving entity is an Obligor; or (ii) the merger, amalgamation or consolidation of any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor; (ic) Borrower or any Subsidiary Guarantor may sellthe sale, lease, transfer or otherwise dispose other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) either (1) to Borrower any Obligor or (2) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary Guarantor and (ii) any Subsidiary of Borrower that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another a Subsidiary that is not an Obligor; andGuarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor may be soldeither (1) to any Obligor or (2) if such Subsidiary is not owned by a Subsidiary Guarantor, transferred or otherwise disposed to another Subsidiary of to Borrower or another that is not a Subsidiary Guarantor; and (e) Borrower Permitted Acquisitions for consideration (including any Indebtedness pursuant to Section 9.01(r) and its Subsidiaries may make Permitted Acquisitions, any amounts payable pursuant to Sections 9.06(b) and 9.06(l)) in an amount not to exceed exceeding $5,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Parent and Borrower will not, and will not permit any of its their Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor; (i) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an ObligorGuarantor; and (d) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and (e) Borrower and its Subsidiaries may make Permitted Acquisitions, not enter into the Reverse Merger pursuant to exceed $5,000,000 in which the aggregateBorrower shall become a Subsidiary of the Parent.

Fundamental Changes and Acquisitions. The Borrower will not, and nor will not it permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) excepting Acquisitions permitted by the immediately following sentence, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) without the prior written consent of the Lenders. The Borrower will not, nor will it permit any of its Subsidiaries to, make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any PersonPerson except for Permitted Acquisitions and purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 9.05. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into the Borrower or any other Subsidiary Guarantor; (ib) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an ObligorGuarantor; and (dc) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to the Borrower or another Subsidiary Guarantor; and (e) Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Parent and Borrower will not, and will not permit any of its their Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor; (i) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an Obligor; and (d) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and (e) Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) each Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) (i) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into any Borrower or any other Subsidiary GuarantorGuarantor and (ii) any Foreign Subsidiary may be merged, amalgamated or consolidated with or into any Borrower or any other Subsidiary; (i) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary Guarantor Guarantor; and (ii) any Foreign Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary that is not an ObligorSubsidiary; and (d) the capital stock of (i) any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to any Borrower or another Subsidiary GuarantorGuarantor and (ii) the capital stock of any Foreign Subsidiary may be sold, transferred or otherwise disposed of to any Borrower or another Subsidiary; and (e) each Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 25,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor; (ic) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an ObligorGuarantor; and (d) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and (e) Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) Borrower may be merged, amalgamated or consolidated with or into another Person provided that Borrower gives the Lenders advance notice prior to entering into any agreement in connection with such transaction of merger, amalgamation or consolidation and otherwise complies with Section 3.03(b)(ii); (c) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor; (id) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an ObligorGuarantor; and (de) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and (ef) Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 10,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Each Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03: (a) each Borrower and its Subsidiaries may make Investments permitted under Section 9.05; (b) (i) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into any Borrower or any other Subsidiary GuarantorGuarantor and (ii) any Foreign Subsidiary may be merged, amalgamated or consolidated with or into any Borrower or any other Subsidiary; (i) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary Guarantor Guarantor; and (ii) any Foreign Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any Borrower or another Subsidiary that is not an ObligorSubsidiary; and (d) the capital stock of (i) any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to any Borrower or another Subsidiary GuarantorGuarantor and (ii) the capital stock of any Foreign Subsidiary may be sold, transferred or otherwise disposed of to any Borrower or another Subsidiary; and (e) each Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 2,000,000 in the aggregate.

Fundamental Changes and Acquisitions. Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) ), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03, except: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.059.05(e); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Obligor from the same country of organization of such Subsidiary Guarantor, provided that the Administrative Agent has confirmed in writing to such Obligors that all applicable Liens granted under the applicable Security Documents will not negatively be affected by such merger, amalgamation or consolidation and that the surviving Obligor shall assume all obligations of the applicable Obligors under the applicable Security Documents; (ic) Borrower or any Subsidiary Guarantor may sellthe sale, lease, transfer or otherwise dispose other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another any other Obligor from the same country of organization of such Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an Obligor; andGuarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantorany other Obligor; and (e) Borrower and its Subsidiaries may make Permitted Acquisitions, Acquisitions in an amount not to exceed exceeding $5,000,000 in the aggregateaggregate during the term of this Agreement.