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) acquire any business of or substantially all the property from any Person, or acquire the Equity Interests of, or be a party to any acquisition of, any Person, except: (i) Investments permitted under Section 9(e)(v); (ii) the merger, amalgamation or consolidation of any Guarantor with or into any Obligor (provided that if Issuer is party to such a transaction, Issuer is the surviving Person); (iii) the sale, lease, transfer or other disposition by any Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor; (iv) the sale, transfer or other disposition of the Equity Interests of any Guarantor to any Obligor; (v) after the occurrence of a Qualified IPO, Permitted Acquisitions in an amount not exceeding $23,000,000 in the aggregate; (vi) the liquidation, winding up or dissolution of any Subsidiary that is not a Material Subsidiary or an Obligor; and (vii) Holdings may be (x) converted from a Delaware limited liability company to a Delaware corporation, or (y) merged into a Delaware corporation or consolidated with another entity with the resulting entity being a Delaware corporation, in each case, solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of Holdings.

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) acquire any business of or substantially all the property from any Person, or acquire the Equity Interests of, or be a party to any acquisition of, any Person, except: (ia) Investments permitted under Section 9(e)(v9.05(e); (iib) the merger, amalgamation or consolidation of any Guarantor with or into any Obligor (provided that if Issuer Borrower is party to such a transaction, Issuer Borrower is the surviving Person); (iiic) the sale, lease, transfer or other disposition by any Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor; (ivd) the sale, transfer or other disposition of the Equity Interests of any Guarantor to any Obligor; (ve) after the occurrence of a Qualified IPO, Permitted Acquisitions in an amount not exceeding $23,000,000 20,000,000 in the aggregate; (vif) the liquidation, winding up or dissolution of any Subsidiary that is not a Material Subsidiary or an Obligor; and (viig) Holdings may be (x) converted from a Delaware limited liability company to a Delaware corporation, or (y) merged into a Delaware corporation or consolidated with another entity with the resulting entity being a Delaware corporation, in each case, solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of Holdings.

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 any Acquisition or otherwise acquire any business of or substantially all the property from any Personfrom, or acquire the Equity Interests capital stock of, or be a party to any acquisition of, any Person, except: (ia) Investments permitted under Section 9(e)(v9.05(e) and 9.05(f); (iib) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Obligor (provided that if Issuer is party it being understood that, to the extent such a transactionmerger, Issuer is amalgamation or consolidation involves Borrower, Borrower shall be the surviving Personentity); (iiic) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor;; and (ivd) the sale, transfer or other disposition of the Equity Interests capital stock of any Subsidiary Guarantor to Borrower or any other Obligor; (ve) after the occurrence of a Qualified IPO, Permitted Acquisitions in an amount not exceeding $23,000,000 25,000,000 (as measured by total purchase price) in the aggregate; (vi) aggregate entered into by Borrower and its Subsidiaries during the liquidation, winding up or dissolution term of any Subsidiary that is not a Material Subsidiary or an Obligorthis Agreement; and (viif) Holdings the Obligors may be (x) converted from a Delaware limited liability company to a Delaware corporation, or (y) merged enter into a Delaware corporation or consolidated with another entity with the resulting entity being a Delaware corporation, in each case, solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of HoldingsPermitted Commercialization Arrangements.

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) divide, liquidate, wind up or dissolve itself (or suffer any division, liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business of or substantially all the property from any Personfrom, or acquire the Equity Interests capital stock of, or be a party to any acquisition of, any Person, except: (ia) Investments permitted under Section 9(e)(v)9.05; (iib) the mergerany Subsidiary may be merged, amalgamation amalgamated or consolidation of any Guarantor consolidated with or into any Obligor (provided that if Issuer is party to such a transaction, Issuer is the surviving Person)Obligor; (iiic) the saleany Subsidiary may sell, lease, transfer or other disposition by any Guarantor otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor; (ivd) the sale, transfer or other disposition of the Equity Interests capital stock of any Guarantor Subsidiary to any Obligor; (ve) after the occurrence of a Qualified IPO, Borrower and its Subsidiaries may make Permitted Acquisitions in an aggregate amount that does not exceeding $23,000,000 in cause the aggregate; (vi) the liquidation, winding up or dissolution of any Subsidiary that is not a Material Subsidiary or an ObligorPermitted Acquisition Basket to be exceeded; and (viif) Holdings Borrower and its Subsidiaries may be (x) converted from a Delaware limited liability company to a Delaware corporation, or (y) merged enter into a Delaware corporation or consolidated with another entity with the resulting entity being a Delaware corporation, in each case, solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of HoldingsPermitted Commercialization Arrangements.

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 any Acquisition or otherwise acquire any business of or substantially all the property from any Personfrom, or acquire the Equity Interests capital stock of, or be a party to any acquisition of, any Person, except: (ia) Investments permitted under Section 9(e)(v9.05(e) or (f); (iib) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any Obligor (provided that if Issuer is party to such a transaction, Issuer is the surviving Person)other Obligor; (iiic) 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;; and (ivd) the sale, transfer or other disposition of the Equity Interests of any Guarantor to any Obligor; (v) after the occurrence of a Qualified IPO, Permitted Acquisitions in an amount not exceeding $23,000,000 in the aggregate; (vi) the liquidation, winding up or dissolution capital stock of any Subsidiary that is not a Material Subsidiary or an to any Obligor; and (viie) Holdings may be Permitted Acquisitions, the amount of aggregate cash consideration for which does not exceed the sum of (xA) converted from a Delaware limited liability company $20,000,000 in the aggregate, and (B) provided that Borrower has Liquidity of at least 110% of all outstanding Obligations hereunder (the “Permitted Acquisitions Liquidity Threshold”), the difference between the amount of Borrower’s Liquidity and the Permitted Acquisitions Liquidity Threshold, as determined at the time of the execution of any term sheet or definitive documentation relating to a Delaware corporation, or (y) merged into a Delaware corporation or consolidated with another entity with the resulting entity being a Delaware corporation, in each case, solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of Holdingssuch acquisition.

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), or (iii) make any Acquisition or otherwise acquire any business of or substantially all the property from any Personfrom, or acquire the Equity Interests capital stock of, or be a party to any acquisition of, any Person, except: (ia) Investments permitted under Section 9(e)(v)9.05(e) ; (iib) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any Obligor (other Obligor; provided that if Issuer is party to such that, in the case of a transactionmerger, Issuer is amalgamation or consolidation with or into Borrower, Borrower shall be the surviving Person)entity; (iiic) 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;; and (ivd) the sale, transfer or other disposition of the Equity Interests capital stock of (x) any Subsidiary Guarantor to any other Obligor;, (y) any Subsidiary that is not an Obligor to another Subsidiary that is not an Obligor and (z) any Subsidiary to an Obligor; and (ve) after the occurrence of a Qualified IPO, Permitted Acquisitions for consideration in an amount not exceeding $23,000,000 [***] in the aggregate; (vi) the liquidation, winding up or dissolution of any Subsidiary that is not a Material Subsidiary or an Obligor; and (vii) Holdings may be (x) converted from a Delaware limited liability company to a Delaware corporation, or (y) merged into a Delaware corporation or consolidated with another entity with the resulting entity being a Delaware corporation, in each case, solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of Holdings.