Common use of Fundamental Changes and Acquisitions Clause in Contracts

Fundamental Changes and Acquisitions. Each Obligor 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), except to implement the Convertible Notes Funding Actions and as permitted by Section 9.03(c)(iv); and (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 (A) an aggregate cash consideration not to exceed $2,500,000 and (B) total consideration not to exceed $5,000,000, in each case, for the duration 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, such Borrower shall be the surviving entity; (iv) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary; and (v) the liquidation, winding up or dissolution of the Subsidiaries listed in Schedule 9.03, any Immaterial Foreign Subsidiary and the Luxembourg Subsidiary.

Fundamental Changes and Acquisitions. Each Obligor 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), except to implement the Convertible Notes Funding Actions and as permitted by Section 9.03(c)(iv); and (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 (A) an aggregate cash consideration not to exceed $2,500,000 and (B) total consideration not to exceed $5,000,000, in each case, for the duration of this Agreement; provided, that any Obligor may make a Permitted Acquisition in excess of the consideration amounts set forth above, so long as the consideration for such Acquisition is funded with the proceeds of the Delayed Draw Term Loan; (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, such Borrower shall be the surviving entity; (iv) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary; and; (v) the liquidation, winding up or dissolution of the Subsidiaries listed in Schedule 9.03, any Immaterial Foreign Subsidiary and the Luxembourg Subsidiary; and (vi) the Effective Date Acquisition.

Fundamental Changes and Acquisitions. Each Obligor 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), except to implement the Convertible Notes Funding Actions and as permitted by Section 9.03(c)(iv); and (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 (A) an aggregate cash consideration not to exceed $2,500,000 and (B) total consideration not to exceed $5,000,000, in each case, for the duration of this Agreement; provided, that any Obligor may make a Permitted Acquisition in excess of the consideration amounts set forth above, so long as the consideration for such Acquisition is funded with the proceeds of Tranche C Term Loans; (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, such Borrower shall be the surviving entity; (iv) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary; and (v) the liquidation, winding up or dissolution of the Subsidiaries listed in Schedule 9.03, any Immaterial Foreign Subsidiary and the Luxembourg Subsidiary.

Fundamental Changes and Acquisitions. Each Obligor 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 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), except to implement the Convertible Notes Funding Actions and as permitted by Section 9.03(c)(iv); and and (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 (A) an aggregate cash consideration not to exceed $2,500,000 and (B) total consideration not to exceed $5,000,000, in each case, for the duration 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, such Borrower shall be the surviving entity; (iv) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary; and (v) the liquidation, winding up or dissolution of the Subsidiaries listed in Schedule 9.03, any Immaterial Foreign Subsidiary and the Luxembourg Subsidiary.