Common use of Fundamental Changes and Acquisitions Clause in Contracts

Fundamental Changes and Acquisitions. 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), (iii) make or consummate any Acquisition of any Person, (iv) acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parent’s and its Subsidiaries’ facilities), except: (a) transactions permitted by Section 9.01 and 9.05; (b) the merger, amalgamation, consolidation, liquidation, winding up or dissolution of any Subsidiary Guarantor with or into any Obligor; provided that (i) with respect to any such transaction involving the Borrower, the Borrower must be the surviving or successor entity of such transaction and (ii) with respect to any such transaction involving Parent, Parent must be the surviving or successor entity of such transaction; (c) the sale, lease, transfer or other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor; (d) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parent; (e) the creation of any Subsidiary subject to compliance with Section 8.12; and (f) Permitted Acquisitions.

Fundamental Changes and Acquisitions. 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), (iii) make or consummate any Acquisition of any Person, (iv) acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parentthe Borrower’s and its Subsidiaries’ facilities), except: (a) transactions permitted by Section 9.01 and 9.05; (b) the merger, amalgamation, consolidation, liquidation, winding up or dissolution of any Subsidiary Guarantor with or into any Obligor; provided that (i) with respect to any such transaction involving the Borrower, the Borrower must be the surviving or successor entity of such transaction and (ii) with respect to any such transaction involving Parent, Parent must be the surviving or successor entity of such transaction; (c) the sale, lease, transfer or other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor; (d) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parentthe Borrower; (e) the creation of any Subsidiary subject to compliance with Section 8.12; and (f) Permitted Acquisitions.

Fundamental Changes and Acquisitions. 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), (iii) make or consummate any Acquisition of any Person, (iv) acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parent’s and its Subsidiaries’ facilities), except: (a) transactions permitted by Section 9.01 and 9.05; (b) the merger, amalgamation, consolidation, liquidation, winding up or dissolution of any Subsidiary Guarantor with or into any Obligor; provided that (i) with respect to any such transaction involving the Borrower, the Borrower must be the surviving or successor entity of such transaction and (ii) with respect to any such transaction involving Parent, Parent must be the surviving or successor entity of such transaction; (c) the sale, lease, transfer or other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor; (d) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parent; (e) the creation of any Subsidiary subject to compliance with Section 8.12; and (f) Permitted Acquisitions.; and (g) a sale of the North Carolina Business in accordance with Section 8.27,

Fundamental Changes and Acquisitions. 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), (iii) make or consummate any Acquisition of any Person, (iv) acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parent’s and its Subsidiaries’ facilities), except: (a) transactions permitted by Section 9.01 and 9.05; (b) the merger, amalgamation, consolidation, liquidation, winding up or dissolution of any Subsidiary Guarantor with or into any Obligor; provided that (i) with respect to any such transaction involving the Borrower, the Borrower must be the surviving or successor entity of such transaction and (ii) with respect to any such transaction involving Parent, Parent must be the surviving or successor entity of such transaction; (c) the sale, lease, transfer or other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor; (d) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parent; (e) the creation of any Subsidiary subject to compliance with Section 8.12; and; (f) Permitted Acquisitions; and (g) a sale of the North Carolina Business in accordance with Section 8.27, provided that (i) such sale results in the repayment in full of all “Obligations” (as defined in the Parent Credit Agreement) and (ii) the Obligors shall have come to an agreement with Pfizer, Inc. (or its applicable affiliate, “Pfizer”) as to the amount of, and as to the repayment of, the obligations owed by the Obligors to Pfizer, that is acceptable to the Administrative Agent in its sole discretion.

Fundamental Changes and Acquisitions. 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), (iii) make sell or consummate issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions, the Eyevance Acquisition and any Acquisition of permitted by Section 9.05(a) or Section 9.05(t), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, (iv) acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parent’s and its Subsidiaries’ facilities), except: (a) transactions permitted by Section 9.01 and 9.05; (b) : SECTION 318. the merger, amalgamation, consolidation, liquidationdissolution, winding up or dissolution liquidation of any (i) Subsidiary Guarantor with or into any Obligor; provided that (i) with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction and or (iiy) with respect to any such transaction involving Parentother Obligor, Parent an Obligor must be the surviving or successor entity of such transaction; transaction or the surviving Person shall concurrently therewith become an Obligor or (cii) the sale, lease, transfer Subsidiary that is not an Obligor with or into any other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any that is not an Obligor; (d) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parent; (e) the creation of any Subsidiary subject to compliance with Section 8.12; and (f) Permitted Acquisitions.

Fundamental Changes and Acquisitions. 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), (iii) make or consummate any Acquisition of any Person, or (iv) acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parent’s and its Subsidiaries’ facilities), except: (a) transactions permitted by Section 9.01 and 9.05; (b) the merger, amalgamation, consolidation, liquidation, winding up or dissolution of (i) any Subsidiary Guarantor with or into any Obligor; provided that (i) with respect to any such transaction involving the Borrower, the Borrower must be the surviving or successor entity of such transaction transaction, and (ii) any Subsidiary that is not an Obligor with respect to or into any such transaction involving Parent, Parent must be the surviving or successor entity of such transactionother Subsidiary that is not an Obligor; (c) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor and (ii) by any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (d) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parentthe Borrower; (e) the creation of any Subsidiary subject to compliance with Section 8.12; (f) the Acquisitions contemplated on the Closing Date and set forth on Schedule 9.03; and (fg) Permitted Acquisitions.

Fundamental Changes and Acquisitions. Such Obligor will The Borrower shall not, and will shall 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 sell or consummate issue any Acquisition of any Personits Disqualified Equity Interests, (iv) acquire make an Asset Sale of (whether in one transaction or create in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Foreign SubsidiaryPerson or (iv) make any Acquisition, except for the following (in each case, solely to the extent that no Event of Default has occurred and is continuing, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parent’s and its Subsidiaries’ facilities), except:could reasonably be expected to result therefrom): (a) transactions permitted by Section 9.01 and 9.05; (b) the merger, amalgamation, consolidation, liquidation, winding up amalgamation or dissolution consolidation of any Subsidiary Guarantor with or into any ObligorObligor ; provided that (i) with respect to any such transaction involving the Borrower, the Borrower must shall be the surviving or successor entity of such transaction transaction, and (ii) with respect to any such transaction involving Parentany other Obligor and a Subsidiary that is not an Obligor, Parent must the Obligor shall be the surviving or successor entity of such transaction; (cb) the sale, lease, transfer or other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any an Obligor; (dc) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parentany Obligor; (d) Permitted Acquisitions; and (e) the creation of any Subsidiary subject Asset Sales permitted pursuant to compliance with Section 8.12; and (f) Permitted Acquisitions9.09.