Common use of Fundamental Changes and Acquisitions Clause in Contracts

Fundamental Changes and Acquisitions. It will not, and will not permit any of its Subsidiaries to: (a) enter into or consummate any transaction of merger, amalgamation, plan of arrangement or consolidation, including without limitation, a reverse-triangular merger, or other similar transaction or series of related transactions; (b) liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution) (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws); or (c) make or consummate any Acquisition or sell or issue any Disqualified Equity Interests, except, in each case: (i) Investments permitted under Section 9.05; (ii) Permitted Acquisitions for (x) aggregate cash consideration not to exceed $2,000,000 and (y) total consideration not to exceed $5,000,000, in each case, for the course of this Agreement; (iii) the merger, amalgamation, plan of arrangement, or consolidation of any Obligor with or into any other Obligor, provided that if a Borrower is a party to such merger, amalgamation, plan of arrangement or consolidation, a Borrower shall be the surviving entity; (iv) the sale, transfer or other disposition by any Obligor of any or all of its property to any other Obligor, provided that if a Borrower is a party to such sale, transfer or other disposition, a Borrower shall continue to own such property sold, transferred or disposed of; (v) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary; (vi) the liquidation, winding up or dissolution of any Immaterial Foreign Subsidiary; and (vii) Asset Sales permitted under Section 9.09.

Fundamental Changes and Acquisitions. It will not, and will not permit any of its Subsidiaries to: (a) enter into or consummate any transaction of merger, amalgamation, plan of arrangement or consolidation, including without limitation, a reverse-reverse triangular merger, or other similar transaction or series of related transactions; (b) liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution) (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws); or (c) make or consummate any Acquisition or sell or issue any Disqualified Equity Interests, except, in each case: (i) Investments permitted under Section 9.05;; #98195096v26 (ii) Permitted Acquisitions for (x) aggregate cash consideration not to exceed $2,000,000 and (y) total consideration not to exceed $5,000,000, 5,000,000 in each case, the aggregate for the course of this Agreement; (iii) the merger, amalgamation, plan of arrangement, amalgamation or consolidation of any Obligor with or into any other Obligor, ; provided that if a Borrower is a party to such merger, amalgamation, plan of arrangement amalgamation or consolidation, a Borrower shall be the surviving entity; (iv) the salemerger, transfer amalgamation, plan of arrangement, or other disposition by any Obligor consolidation of any Immaterial Subsidiary or all of its property to Material Subsidiary with or into any other Obligor, ; provided that if a Borrower is a party to such salemerger, transfer amalgamation or other dispositionconsolidation, a Borrower shall continue to own such property sold, transferred or disposed ofbe the surviving entity; (v) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary or into a Material Subsidiary; (vi) the liquidation, winding up or dissolution of any Immaterial Foreign Subsidiary; and (vii) Asset Sales permitted under Section 9.09.

Fundamental Changes and Acquisitions. It will The Borrower shall not, and will shall not permit any of its Subsidiaries to: , (ai) enter into or consummate any transaction of merger, amalgamation, plan of arrangement amalgamation or consolidation, including without limitation, a reverse-triangular merger, or other similar transaction or series of related transactions; (bii) liquidate, wind up or dissolve itself (or suffer any liquidation, wind up liquidation or dissolution), (iii) (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws); or (c) make or consummate any Acquisition or sell or issue any Disqualified of its Equity Interests, exceptor (iv) make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests in, or be a party to any acquisition of, any Person, except for the following (in each case:, solely to the extent that no Event of Default has occurred and is continuing, or could not reasonably be expected to result therefrom): (ia) Investments permitted under Section 9.059.05(e) and the issuance of Equity Interests pursuant to Benefit Plans existing on the Closing Date or adopted by the Borrower’s stockholders after the Closing Date; (ii) Permitted Acquisitions for (x) aggregate cash consideration not to exceed $2,000,000 and (y) total consideration not to exceed $5,000,000, in each case, for the course of this Agreement; (iiib) the merger, amalgamation, plan of arrangement, amalgamation or consolidation of any Obligor Subsidiary Guarantor with or into any other Obligor, Obligor (other than any Foreign Subsidiary); provided that if a with respect to any such transaction involving the Borrower, the Borrower is a party to such merger, amalgamation, plan of arrangement or consolidation, a Borrower shall must be the surviving entityor successor entity of such transaction; (ivc) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor (other than any Foreign Subsidiary); (d) the sale, transfer or other disposition by any Obligor of the Equity Interests of any or all of its property Subsidiary Guarantor to any other Obligor, provided that if a Borrower is a party to such sale, transfer or Obligor (other disposition, a Borrower shall continue to own such property sold, transferred or disposed ofthan any Foreign Subsidiary); (ve) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign SubsidiaryPermitted Acquisitions; (vif) the liquidation, winding up or dissolution of any Immaterial Foreign SubsidiaryAsset Sales permitted pursuant to Section 9.09; and (viig) Asset Sales permitted under the dissolution of Bovie Medical, LLC pursuant to Section 9.098.18.

Fundamental Changes and Acquisitions. It Such Obligor will not, and will not permit any of its Subsidiaries to: , (ai) enter into or consummate any transaction of merger, amalgamation, plan of arrangement amalgamation or consolidation, including without limitation, a reverse-triangular merger, or other similar transaction or series of related transactions; consolidation (bii) liquidate, wind up or dissolve itself (or suffer any liquidation, wind up liquidation or dissolution) ), or (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws); or (ciii) make or consummate any Acquisition or sell or issue any Disqualified Equity InterestsAcquisition, except, in each case: (ia) Investments permitted under Section 9.059.05(e); (ii) Permitted Acquisitions for (x) aggregate cash consideration not to exceed $2,000,000 and (y) total consideration not to exceed $5,000,000, in each case, for the course of this Agreement; (iiib) the merger, amalgamation, plan of arrangement, amalgamation or consolidation of any Obligor Subsidiary Guarantor with or into any other Obligor; provided that, provided that if in the case of a Borrower is a party to such merger, amalgamationamalgamation or consolidation with or into Borrower, plan of arrangement or consolidation, a Borrower shall be the surviving entity; (ivc) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; (d) the sale, transfer or other disposition by any Obligor of the Equity Interests of any or all of its property Subsidiary Guarantor to any other Obligor, provided that if a Borrower is a party to such sale, transfer or other disposition, a Borrower shall continue to own such property sold, transferred or disposed of; (ve) Permitted Acquisitions for consideration ((x) excluding the merger, amalgamation, plan of arrangement, or consolidation maximum amount payable in respect of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary; Earn-Out Obligations and (viy) including the liquidation, winding up or dissolution principal amount of any Immaterial Foreign SubsidiarySeller Notes) in an amount not exceeding, together with any Indebtedness incurred or assumed pursuant to Section 9.01(r) and any cxxx xxxxxxx money deposits made pursuant to Section 9.02(o), $25,000,000 for a single Permitted Acquisition and $55,000,000 in the aggregate for all Permitted Acquisitions and which Permitted Acquisitions, in the Borrower’s good faith determination, are accretive on an earnings per share basis; and (viif) Asset Sales permitted under Section 9.09any of the transactions described in clauses (a) and (b) of the definition of Permitted Value-Based Care Business Transaction.

Fundamental Changes and Acquisitions. It Such Obligor will not, and will not permit any of its Subsidiaries to: , (ai) enter into or consummate any transaction of merger, amalgamation, plan of arrangement amalgamation or consolidation, including without limitation, a reverse-triangular merger, or other similar transaction or series of related transactions; consolidation (bii) liquidate, wind up or dissolve itself (or suffer any liquidation, wind up 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, except: (including a) mergers, amalgamations or consolidations in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws); or (c) make or consummate any Acquisition or sell or issue any Disqualified Equity Interests, except, in each case: (i) Investments permitted under Section 9.059.05 and Asset Sales permitted under Section 9.09; (ii) Permitted Acquisitions for (x) aggregate cash consideration not to exceed $2,000,000 and (y) total consideration not to exceed $5,000,000, in each case, for the course of this Agreement; (iiib) the merger, amalgamation, plan of arrangement, amalgamation or consolidation of any Obligor with or into any other Obligor; provided that, provided that if in the case of a Borrower is a party to such merger, amalgamationamalgamation or consolidation with or into Borrower, plan of arrangement or consolidation, a Borrower shall be the surviving entity; (ivc) the merger, amalgamation or consolidation of any Subsidiary that is not an Obligor with or into any other Subsidiary or Obligor; provided that (i) in the case of a merger, amalgamation or consolidation with or into any Obligor (other than Borrower), such Obligor shall be the surviving entity or the surviving entity shall become an Obligor and (ii) in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entity; (d) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; (e) the sale, transfer or other disposition by any Obligor of the capital stock of any or all of its property Subsidiary Guarantor to any other Obligor, provided that if a Borrower is a party to such sale, transfer or other disposition, a Borrower shall continue to own such property sold, transferred or disposed of; (vf) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that (i) such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and (ii) all of such Subsidiary’s assets and businesses are transferred to an Obligor or, solely in the mergercase of a Subsidiary that is not an Obligor, amalgamationanother Subsidiary that is not an Obligor prior to or concurrently with such dissolution, plan of arrangement, liquidation or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiarywinding up; (vig) other Permitted Acquisitions for consideration in an amount not exceeding, together with Indebtedness incurred pursuant to Section 9.01(o) and (p) and Investments made pursuant to Section 9.05(k), $10,000,000 in the liquidation, winding up or dissolution of any Immaterial Foreign Subsidiaryaggregate; and (viih) Asset Sales permitted under Section 9.09other Permitted Acquisitions for which Borrower may request consent from Administrative Agent from time to time; provided that Administrative Agent may consent or withhold its consent to any such Permitted Acquisition in its sole discretion.