Common use of Fundamental Changes; Disposition of Assets Clause in Contracts

Fundamental Changes; Disposition of Assets. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, (i) enter into any merger, consolidation, amalgamation or division, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) consummate an Asset Sale or (iv) sell, transfer, license or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, in each case, except: (i) any Subsidiary of any Loan Party (other than the Borrower) may enter into any merger, consolidation, amalgamation or division with or into such Loan Party or any other Subsidiary of such Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to a Loan Party; provided, however, in the case of such a merger, consolidation, amalgamation or division involving a Loan Party and a Subsidiary of the Borrower that is not a Loan Party, such Loan Party shall be the continuing or surviving Person; provided further that in no event shall the Borrower be party to any merger, consolidation, amalgamation or division or be liquidated, wound up or dissolved, and (ii) any Subsidiary that is not a Loan Party may enter into any merger, consolidation, amalgamation or division with or into any other Subsidiary that is not a Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to Subsidiary that is not a Loan Party; (b) (i) any Asset Sale to a Loan Party by another Loan Party or (ii) any Asset Sale by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (c) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof in the Ordinary Course in an Arm’s-Length Transaction; (d) leases or subleases (other than in respect of Intellectual Property) granted by any Loan Party or any of its Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the Ordinary Course; provided that such leases and subleases are on arms-length commercial terms; (e) so long as no Default has occurred and is continuing on the date of grant, (i) non-exclusive licenses and sublicenses in respect of Intellectual Property in the Ordinary Course and (ii) exclusive licenses and sublicenses in respect of the Intellectual Property relating to CD38, RTX or carcinoembryonic antigen so long as (x) the Loan Party or Subsidiary licensing such Intellectual Property receives aggregate non-refundable upfront consideration of at least $75,000,000 therefor (of which at least $50,000,000 shall consist of cash), (y) such license or sublicense is not to an Affiliate of the Borrower and (z) to the extent a Loan Party is the licensor or sublicensor, such proceeds and any rights to future payments pursuant to such license or sublicense shall not directly or indirectly be contributed to or invested in a Person that is not a Loan Party; (f) sales or other dispositions of Equity Interests of a Subsidiary of the Borrower so long as (i) after giving effect to such transaction and any related transactions, the Borrower or Subsidiary that owned the Equity Interests of such Subsidiary immediately prior to such transactions continues to hold at least 70% of the Equity Interests of such Subsidiary measured by voting power and economic rights and shall continue to hold such Equity Interests on a going forward basis and (ii) to the extent such Subsidiary was, or was required to be, a Loan Party immediately prior to such transactions, such Subsidiary continues (x) to be a Loan Party following such transactions and on a going forward basis, (y) to guarantee the Obligations pursuant to the Guaranty following such transactions and on a going forward basis, and (z) to grant a valid first-priority security interest in its assets to secure the Obligations following such transactions and on a going forward basis, in each case, to the same extent as would be required under this Agreement and the other Loan Documents if such Subsidiary were a wholly-owned Subsidiary of the Borrower; (g) sales of Non-Core Assets in any Arm’s-Length Transaction so long as (i) the consideration for such sale is at least equal to the fair market value of the assets being sold, with at least 50% of such consideration consisting of cash, and (ii) the fair market value of all assets sold pursuant to this paragraph (g) shall not exceed $75,000,000 in the aggregate; (h) other Asset Sales so long as (i) the consideration for any such Asset Sale is at least equal to the fair market value of the assets being sold, with at least 75% of such consideration consisting of cash, and (ii) the fair market value of all assets sold, transferred, leased, licensed or otherwise disposed of pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any wholly-owned Subsidiary of the Borrower may merge or consolidate with any Person other than another Subsidiary in order to effect a Permitted Acquisition; provided that (i) in the case of any merger or consolidation involving a Loan Party, such Loan Party is the continuing or surviving Person and remains a Loan Party and (ii) after giving effect to such merger or consolidation, such Subsidiary continues to be a wholly-owned Subsidiary of the Borrower; and (j) any sale, transfer or other disposition of the Equity Interests of the Scilex Subsidiary.

Fundamental Changes; Disposition of Assets. Each No Loan Party shall, nor shall not, and shall not it permit any of its Subsidiaries (excluding the Excluded Entities) to, (i) enter into any merger, transaction of merger or consolidation, amalgamation or division, (ii) liquidate, wind up up, or dissolve itself (or suffer any liquidation or dissolution), or consummate any Division, or convey, sell, lease, or sub-lease (iii) consummate an Asset Sale as lessor or (iv) sellsublessor), exchange, transfer, license or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all any part of the assets its business, assets, or property of the Borrower any kind whatsoever (whether by Division or otherwise), whether real, personal, or mixed and its Subsidiarieswhether tangible or intangible, taken as a whole, in each casewhether now owned or hereafter acquired (whether acquired by purchase or otherwise), except: (a) (i) any Non-ABL Subsidiary of that is not a Loan Party may be merged with or into any Non-ABL Loan Party (other than the BorrowerGlobal Parent) may enter into any merger, consolidation, amalgamation or division with or into such Loan Party or any other Subsidiary of such Loan PartyNon-ABL Subsidiary, or be liquidated, wound up, or dissolved so long as all the assets of such liquidating, wound up or dissolveddissolved entity are transferred to a Loan Party (other than Global Parent) or a Subsidiary that is not liquidating, winding up or dissolving, or all or any part of its business, property property, or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to a any Loan PartyParty (other than Global Parent) or Subsidiary; provided, however, that in the case of such a merger, consolidation, amalgamation or division involving merger with a Loan Party and a Subsidiary of the Borrower that is not a Non-ABL Loan Party, such the Non-ABL Loan Party shall be the continuing or surviving Person; provided further that in no event shall the Borrower be party to any merger, consolidation, amalgamation or division or be liquidated, wound up or dissolved, and (ii) any ABL Subsidiary that is not a Loan Party may enter into any merger, consolidation, amalgamation or division be merged with or into any ABL Loan Party (other Subsidiary that is not a Loan Partythan Lead Borrower) or ABL Subsidiary, or be liquidated, wound up, or dissolved so long as all the assets of such liquidating, wound up or dissolveddissolved entity are transferred to an ABL Loan Party (other than Lead Borrower) or ABL Subsidiary that is not liquidating, winding up or dissolving, or all or any part of its business, property property, or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to Subsidiary any ABL Loan Party (other than Lead Borrower) or ABL Subsidiary; provided, that is not in the case of such a merger with an ABL Loan Party; , such ABL Loan Party shall be the continuing or surviving Person, (b) (iiii) any Asset Sale Non-ABL Loan Party may be merged with or into any Non-ABL Loan Party (other than Global Parent), or be liquidated, wound up, or dissolved so long as all the assets of such liquidating, wound up or dissolved entity are transferred to a Loan Party by another Loan Party or (iiother than Global Parent) any Asset Sale by a Subsidiary that is not liquidating, winding up or dissolving, or all or any part of its business, property, or assets may be conveyed, sold, leased, transferred, or otherwise disposed of, in one transaction or a series of transactions, to any Loan Party (other than Global Parent), and (iv) any ABL Loan Party may be merged with or into any other ABL Loan Party (other than Lead Borrower), or be liquidated, wound up, or dissolved so long as all the assets of such liquidating, wound up or dissolved entity are transferred to another Subsidiary an ABL Loan Party (other than Lead Borrower) that is not liquidating, winding up or dissolving, or all or any part of its business, property, or assets may be conveyed, sold, leased, transferred, or otherwise disposed of, in one transaction or a series of transactions, to any other ABL Loan Party; (c) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof in the Ordinary Course in an Arm’s-Length Transaction; (d) leases or subleases Party (other than in respect of Intellectual Property) granted by any Loan Party or any of its Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the Ordinary Course; provided that such leases and subleases are on arms-length commercial terms;Lead Borrower), (e) so long as no Default has occurred and is continuing on the date of grant, (i) non-exclusive licenses and sublicenses in respect of Intellectual Property in the Ordinary Course and (ii) exclusive licenses and sublicenses in respect of the Intellectual Property relating to CD38, RTX or carcinoembryonic antigen so long as (x) the Loan Party or Subsidiary licensing such Intellectual Property receives aggregate non-refundable upfront consideration of at least $75,000,000 therefor (of which at least $50,000,000 shall consist of cash), (y) such license or sublicense is not to an Affiliate of the Borrower and (z) to the extent a Loan Party is the licensor or sublicensor, such proceeds and any rights to future payments pursuant to such license or sublicense shall not directly or indirectly be contributed to or invested in a Person that is not a Loan Party; (fb) sales or other dispositions of Equity Interests assets that do not constitute Asset Sales, (c) dispositions of equipment and other property in the ordinary course of business that is worn (other than normal “wear and tear”), damaged, obsolete or, in the judgment of a Subsidiary Loan Party, no longer useful or necessary in its business or that of the Borrower so long as any Subsidiary, (i) after giving effect to such transaction and any related transactions, the Borrower or Subsidiary that owned the Equity Interests of such Subsidiary immediately prior to such transactions continues to hold at least 70% of the Equity Interests of such Subsidiary measured by voting power and economic rights and shall continue to hold such Equity Interests on a going forward basis and (iid) to the extent such Subsidiary wasconstituting an Asset Sale, or was required to be, a Loan Party immediately prior to such transactions, such Subsidiary continues (x) to be a Loan Party following such transactions and on a going forward basis, (y) to guarantee the Obligations pursuant to the Guaranty following such transactions and on a going forward basis, and (z) to grant a valid first-priority security interest in its assets to secure the Obligations following such transactions and on a going forward basis, in each case, to the same extent as would be required under this Agreement and the other Loan Documents if such Subsidiary were a wholly-owned Subsidiary of the Borrower; (g) sales of Non-Core Assets in any Arm’s-Length Transaction so long as (i) the incurrence of Permitted Liens, (ii) the making of Restricted Junior Payments permitted pursuant to Section 6.05 and (iii) sale and lease back transactions permitted by Section 6.11, (e) Asset Sales (other than bulk sales of ABL Priority Collateral); provided, that (A) (x) for Asset Sales not constituting Refranchising Activity, the consideration received for such sale is assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of the assets being soldLead Borrower or Global Parent), with at least 50% which consideration is received in an arm’s length transaction from a Person other than an Affiliate of such consideration consisting of cash, and a Loan Party (ii) the fair market value of all assets sold pursuant to this paragraph (g) shall not exceed $75,000,000 in the aggregate; (h) other provided that Asset Sales so long as permitted by Section 6.12(e) may be consummated with an Affiliate of a Loan Party) or (iy) solely to the consideration for any extent such Asset Sale is constitutes Refranchising Activity, the Net Proceeds (excluding any royalties paid to a Liberty Party in connection with the operation of a retail location) thereof shall not be less than five (5) times the net cash flow generated at least equal to the fair market value of store(s) before allocating corporate overhead expenses for the assets being soldfour Fiscal Quarter period then ending, with at least (B) no less than 75% of such consideration consisting of cashthereof shall be paid in Cash, and (iiC) the fair market value of all assets sold, transferred, leased, licensed or otherwise disposed of pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (D) the Net Proceeds thereof shall be applied as required by Section 2.08(a) or 2.08(e), and (E) for Asset Sales (x) not constituting Refranchising Activity or (y) constituting sales of Real Property (other than Real Property owned by any wholly-owned Subsidiary Liberty Party as of the Closing Date, the sales of which shall not be subject to or otherwise impact the cap described in this clause (E)), the Net Proceeds thereof shall not exceed $5,000,000 in the aggregate, (f) the Lead Borrower or any Subsidiary thereof may merge make or consolidate with any Person own Permitted Investments, (g) [reserved], (h) sales, transfers, and other than another Subsidiary in order to effect a Permitted Acquisition; provided that dispositions by (i) in the case of any merger or consolidation involving a Loan Party, such Loan Party ABL Subsidiary which is the continuing or surviving Person and remains not a Loan Party and to any other ABL Subsidiary that is not a Loan Party or (ii) after giving effect any Non-ABL Subsidiary which is not a Loan Party to such merger any other Subsidiary that is not a Loan Party (other than the Excluded Entities), (i) dispositions of Cash or consolidation, such Subsidiary continues to be a wholly-owned Subsidiary Cash Equivalents in the ordinary course of the Borrower; andbusiness, (j) non-exclusive licenses of patents, trademarks, and other intellectual property rights granted by any saleLoan Party or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Loan Party or any such Subsidiary, (k) the abandonment, transfer cancellation, dedication to the public domain or allowance to lapse of intellectual property of any Loan Party that is no longer material to that Loan Party’s business in that Loan Party’s reasonable business judgment, (l) dispositions of any assets (including Capital Stock) (A) acquired in connection with any Permitted Acquisition or other Investment not prohibited hereunder, which assets are not used or useful to the core or principal business of the Lead Borrower and its Subsidiaries or (B) made to obtain the approval of any applicable antitrust authority in connection with a Permitted Acquisition, (m) to the extent constituting a disposition, the waiver of any payments due on or in respect of Indebtedness (other than payments due at the maturity thereof) owing to the Loan Parties by any other Persons, (n) exclusive licenses granted to franchisees in the ordinary course and consistent with past practices, (o) Divisions with the prior written consent of the Administrative Agent and Required Lenders; provided that, if any Borrower or Guarantor that is a limited liability company consummates a Division, each Division Successor shall be required to comply with the obligations set forth in Section 5.13 and the other further assurances obligations set forth in the Loan Documents and become a Borrower or Guarantor, as applicable, under this Agreement and the other Loan Documents, and (p) the sale by the Liberty Parties of Liberty Area Development Rights, Liberty Franchise Rights, and store locations (and customer lists and other assets related thereto), in each case in the ordinary course of business and consistent with past practice; provided that, notwithstanding anything to the contrary contained herein, in no event shall (x) any Loan Party make any Asset Sale or other asset sale or disposition of assets that results in the Equity Interests transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the Scilex business of such Loan Party or any such Subsidiary) or any interest in any Franchise Agreement to any Person that is not a Loan Party or (y) any ABL Loan Party make any Asset Sale or other asset sale or disposition of assets that results in the transfer of ownership (directly or indirectly) of any Material ABL IP Rights (except for non-exclusive licenses of patents, trademarks, and other intellectual property rights granted by any ABL Loan Party or ABL Subsidiary in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such ABL Loan Party or ABL Subsidiary) or any interest in any Franchise Agreement to any Person that is not an ABL Loan Party.

Fundamental Changes; Disposition of Assets. Each Loan No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries OZ Subsidiary to, (i) enter into consummate any merger, merger or consolidation, amalgamation or division, (ii) liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), (iii) consummate an Asset Sale or (iv) convey, sell, transferlease or license, license exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all any part of its business, assets or property of any kind whatsoever (including, for the assets avoidance of the Borrower doubt, any Asset Sale), whether real, personal or mixed and its Subsidiarieswhether tangible or intangible, taken as a wholewhether now owned or hereafter acquired, in each caseleased or licensed, except: (ia) any Subsidiary of any Loan Credit Party (other than the Borrower) may enter into any merger, consolidation, amalgamation or division be merged with or into such Loan Party or any other Subsidiary of such Loan another Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed transferred or otherwise disposed of, in one transaction or a series of transactions, to a Loan Credit Party; (b) any Credit Party and any OZ Subsidiary may convey, transfer or otherwise dispose of Equity Interests in the Issuer delivered pursuant to the terms of restricted share units issued by such Credit Party or OZ Subsidiary; (c) any Credit Party may be merged or consolidated with or into any other Person (including the Issuer or any Subsidiary of the Issuer); providedprovided that such Credit Party is the surviving entity; (d) any OZ Subsidiary that is not a Credit Party may be merged or consolidated with or into any other OZ Subsidiary that is not a Credit Party or any other Person or Subsidiary (other than a Credit Party); provided that an OZ Subsidiary is the surviving entity or the surviving entity becomes an OZ Subsidiary upon consummation of such merger or consolidation; (e) any Credit Party can be merged or consolidated with or into any of Issuer, howeverOch-Ziff Corp, Och-Ziff Holding, any New Advisor that is not a New Advisor Guarantor or any New Advisor Subsidiary; provided that, in the case of a merger or consolidation of a Credit Party with or into any such a mergerPerson, consolidation(i) such Credit Party is the surviving entity or (ii) the surviving Person or the acquiring Person agrees to assume, amalgamation or division involving a Loan Party and a Subsidiary expressly assumes, all of the Borrower obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in form and substance reasonably satisfactory to the Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the laws of the United States or any state thereof or the District of Columbia; (f) any Credit Party or any OZ Subsidiary may enter into mergers and consolidations solely to effect asset acquisitions; provided that (i) if any Credit Party is not a Loan Partyparty to such transaction, (x) such Loan Credit Party shall be the continuing or surviving Person; provided further that entity or (y) the surviving Person or the acquiring Person shall agree to assume, and shall expressly assume, all of the obligations of such Credit Party hereunder and under the other Credit Documents pursuant to an agreement in no event form and substance reasonably satisfactory to the Requisite Lenders, and such surviving Person or acquiring Person shall be organized and existing under the Borrower be laws of the United States or any state thereof or the District of Columbia, (ii) if any OZ Subsidiary is a party to any mergersuch transaction, (x) such OZ Subsidiary shall be the continuing or surviving entity or (y) the surviving entity shall become an OZ Subsidiary upon consummation of such merger or consolidation, amalgamation or division or be liquidatedin the case of clauses (x) and (y) unless a Credit Party is also a party to such transaction, wound up or dissolvedin which case clause (i) shall apply, and (iiiii) such asset acquisitions and other transactions effected by such merger or consolidation are otherwise permitted under the Credit Documents without giving effect to this clause (f); (g) sales, leases, subleases, licenses, sublicenses, exchanges, transfers or other dispositions of assets that do not constitute Asset Sales; (h) Asset Sales, so long as, immediately prior to such Asset Sale and after giving effect to such Asset Sale on a Pro Forma Basis, the Economic Income Leverage Ratio does not exceed 4.00 to 1.00; (i) any OZ Subsidiary that is not a Loan Credit Party may enter into dissolve, liquidate or wind up its affairs at any mergertime provided that such dissolution, consolidationliquidation or winding up, amalgamation or division with or into any other Subsidiary that is as applicable, would not reasonably be expected to have a Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to Subsidiary that is not a Loan PartyMaterial Adverse Effect; (bj) (i) any Asset Sale to a Loan Party by another Loan Party or (ii) any Asset Sale by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (c) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof in the Ordinary Course in an Arm’s-Length Transaction; (d) leases or subleases (other than in respect of Intellectual Property) granted by any Loan Party or any of its Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the Ordinary Course; provided that such leases and subleases are on arms-length commercial terms; (e) so long as no Default has occurred and is continuing on the date of grantsales, (i) non-exclusive licenses and sublicenses in respect of Intellectual Property in the Ordinary Course and (ii) exclusive licenses and sublicenses in respect of the Intellectual Property relating to CD38leases, RTX or carcinoembryonic antigen so long as (x) the Loan Party or Subsidiary licensing such Intellectual Property receives aggregate non-refundable upfront consideration of at least $75,000,000 therefor (of which at least $50,000,000 shall consist of cash)subleases, (y) such license or sublicense is not to an Affiliate of the Borrower and (z) to the extent a Loan Party is the licensor or sublicensorlicenses, such proceeds and any rights to future payments pursuant to such license or sublicense shall not directly or indirectly be contributed to or invested in a Person that is not a Loan Party; (f) sales sublicenses, exchanges, transfers, or other dispositions of Equity Interests of a Subsidiary of the Borrower so long as (i) after giving effect to such transaction and any related transactionsassets constituting aircraft, the Borrower or Subsidiary that owned the Equity Interests of such Subsidiary immediately prior to such transactions continues to hold at least 70% of the Equity Interests of such Subsidiary measured by voting power and economic rights and shall continue to hold such Equity Interests on a going forward basis and (ii) to the extent such Subsidiary wasengines, or was required to be, a Loan Party immediately prior to such transactions, such Subsidiary continues (x) to be a Loan Party following such transactions and on a going forward basis, (y) to guarantee the Obligations pursuant to the Guaranty following such transactions and on a going forward basisparts, and (z) to grant a valid first-priority security interest in its accessories, documents and other assets to secure the Obligations following such transactions and on a going forward basisrelated thereto, in each case, to the same extent as would be required under this Agreement and the other Loan Documents if such Subsidiary were a wholly-owned Subsidiary of the Borrower; (g) sales of Non-Core Assets in any Arm’s-Length Transaction so long as (i) the consideration for such sale is at least equal to the fair market value of the assets being sold, with at least 50% of such consideration consisting of cash, and (ii) the fair market value of all assets sold pursuant to this paragraph (g) shall whether or not exceed $75,000,000 in the aggregate; (h) other Asset Sales so long as (i) the consideration for any such Asset Sale is at least equal to the fair market value ordinary course of the assets being sold, with at least 75% of such consideration consisting of cash, and (ii) the fair market value of all assets sold, transferred, leased, licensed or otherwise disposed of pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any wholly-owned Subsidiary of the Borrower may merge or consolidate with any Person other than another Subsidiary in order to effect a Permitted Acquisition; provided that (i) in the case of any merger or consolidation involving a Loan Party, such Loan Party is the continuing or surviving Person and remains a Loan Party and (ii) after giving effect to such merger or consolidation, such Subsidiary continues to be a wholly-owned Subsidiary of the Borrowerbusiness; and (jk) any saleCredit Party or OZ Subsidiary may make an asset sale or otherwise sell, lease, sublease, license, sublicenses, exchange, transfer or dispose of any asset to the extent it constitutes Restricted Payments permitted under Section 6.03 (other disposition than under Section 6.03(b)(iii) or Section 6.03(j)). It is understood and agreed that this Section 6.05 shall not prohibit any change in ownership of a Credit Party (other than any Credit Party that is also an OZ Subsidiary) that does not cause a Change of Control as long as such Person or the Equity Interests of the Scilex Subsidiarysurviving or acquiring Person remains (or becomes) a Credit Party.

Fundamental Changes; Disposition of Assets. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, (i) enter into any merger, consolidation, amalgamation or division, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) consummate an Asset Sale or (iv) sell, transfer, license or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, in each case, except: (i) any Subsidiary of any Loan Party (other than the Borrower) may enter into any merger, consolidation, amalgamation or division with or into such Loan Party or any other Subsidiary of such Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to a Loan Party; provided, however, in the case of such a merger, consolidation, amalgamation or division involving a Loan Party and a Subsidiary of the Borrower that is not a Loan Party, such Loan Party shall be the continuing or surviving Person; provided further that in no event shall the Borrower be party to any merger, consolidation, amalgamation or division or be liquidated, wound up or dissolved, and (ii) any Subsidiary that is not a Loan Party may enter into any merger, consolidation, amalgamation or division with or into any other Subsidiary that is not a Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to Subsidiary that is not a Loan Party; (b) (i) any Asset Sale to a Loan Party by another Loan Party or (ii) any Asset Sale by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (c) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof in the Ordinary Course in an Arm’s-Length Transaction; (d) leases or subleases (other than in respect of Intellectual Property) granted by any Loan Party or any of its Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the Ordinary Course; provided that such leases and subleases are on arms-length commercial terms; (e) so long as no Default has occurred and is continuing on the date of grant, (i) non-exclusive licenses and sublicenses in respect of Intellectual Property in the Ordinary Course Course, and (ii) exclusive licenses and sublicenses in respect of the Intellectual Property relating to CD38, RTX or carcinoembryonic antigen so long as (x) the Loan Party or Subsidiary licensing such Intellectual Property receives aggregate non-refundable upfront consideration of at least $75,000,000 therefor (of which at least $50,000,000 shall consist of cash), (y) such license or sublicense is not to an Affiliate of the Borrower and (z) to the extent a Loan Party is the licensor or sublicensor, such proceeds and any rights to future payments pursuant to such license or sublicense shall not directly or indirectly be contributed to or invested in a Person that is not a Loan Party; (f) sales or other dispositions of Equity Interests of a Subsidiary of the Borrower so long as (i) after giving effect to such transaction and any related transactions, the Borrower or Subsidiary that owned the Equity Interests of such Subsidiary immediately prior to such transactions continues to hold at least 70% of the Equity Interests of such Subsidiary measured by voting power and economic rights and shall continue to hold such Equity Interests on a going forward basis and (ii) to the extent such Subsidiary was, or was required to be, a Loan Party immediately prior to such transactions, such Subsidiary continues (x) to be a Loan Party following such transactions and on a going forward basis, (y) to guarantee the Obligations pursuant to the Guaranty following such transactions and on a going forward basis, and (z) to grant a valid first-priority security interest in its assets to secure the Obligations following such transactions and on a going forward basis, in each case, to the same extent as would be required under this Agreement and the other Loan Documents if such Subsidiary were a wholly-owned Subsidiary of the Borrower; provided that no such sales or other dispositions shall be made after the Amendment No. 2 Effective Date if at the time of such sale or other disposition any Default or Event of Default has occurred and is continuing or would result therefrom; (g) sales of Non-Core Assets in any Arm’s-Length Transaction so long as (i) the consideration for such sale is at least equal to the fair market value of the assets being sold, with at least 50% of such consideration consisting of cash, and (ii) the fair market value of all assets sold pursuant to this paragraph (g) shall not exceed $75,000,000 in the aggregate; provided that no such sales shall be made after the Amendment No. 2 Effective Date if at the time of such sale or other disposition any Default or Event of Default has occurred and is continuing or would result therefrom; (h) other Asset Sales so long as (i) the consideration for any such Asset Sale is at least equal to the fair market value of the assets being sold, with at least 75% of such consideration consisting of cash, and (ii) the fair market value of all assets sold, transferred, leased, licensed or otherwise disposed of pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate; provided that no such Asset Sales shall be made after the Amendment No. 2 Effective Date if at the time of such sale or other disposition any Default or Event of Default has occurred and is continuing or would result therefrom; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any wholly-owned Subsidiary of the Borrower may merge or consolidate with any Person other than another Subsidiary in order to effect a Permitted Acquisition; provided that (i) in the case of any merger or consolidation involving a Loan Party, such Loan Party is the continuing or surviving Person and remains a Loan Party and (ii) after giving effect to such merger or consolidation, such Subsidiary continues to be a wholly-owned Subsidiary of the Borrower; and (j) any sale, transfer or other disposition of the Equity Interests of the Scilex Subsidiary; and (k) exclusive licenses and sublicenses in respect of the Intellectual Property in connection with the Specified Transactions.

Fundamental Changes; Disposition of Assets. Each Loan No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, (i) enter into any mergertransaction of merger or consolidation (including through a plan of division), consolidation, amalgamation or division, (ii) liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), (iii) consummate an any Asset Sale Sale, or (iv) sell, transfer, license or otherwise dispose Dispose of, in one transaction or a series of related transactions, all or substantially all any part of the its business, assets or property of the Borrower any kind whatsoever, whether real, personal or mixed and its Subsidiarieswhether tangible or intangible, taken whether now owned or hereafter acquired, leased (as a wholelessee), in each caseor licensed (as licensee), except: (ia) any Subsidiary of any Loan Credit Party (other than the Borrower) Holdings may enter into any merger, consolidation, amalgamation or division be merged with or into such Loan Party or any other Subsidiary of such Loan another Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed transferred or otherwise disposed of, in one transaction GS/Landec – Credit and Guaranty Agreement or a series of transactions, to a Loan another Credit Party; provided, however, in the case of any such a merger, consolidation(i) if such Credit Party is a Borrower, amalgamation or division involving a Loan Borrower shall be the surviving Person, (ii) if such Credit Party and is not a Subsidiary of the Borrower Mexican Subsidiary, a Credit Party that is not a Loan PartyMexican Subsidiary shall be the surviving Person and (iii) in any other case, such Loan a Credit Party shall be the continuing or surviving Person; provided further that in no event shall the Borrower be party to any merger, consolidation, amalgamation or division or be liquidated, wound up or dissolved, and (ii) any Subsidiary that is not a Loan Party may enter into any merger, consolidation, amalgamation or division with or into any other Subsidiary that is not a Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to Subsidiary that is not a Loan Party; (b) in connection with a Permitted Acquisition, any Subsidiary of a Credit Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided, that (i) any Asset Sale to if such Credit Party is a Loan Party by another Loan Party or Borrower, a Borrower shall be the surviving Person, (ii) any Asset Sale by if such Credit Party is not a Subsidiary Mexican Subsidiary, a Credit Party that is not a Loan Mexican Subsidiary shall be the surviving Person and (iii) in any other case, a Credit Party to another Subsidiary that is not a Loan Partyshall be the continuing or surviving Person; (c) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof in the Ordinary Course in an Arm’s-Length Transaction; (d) leases or subleases (other than in respect of Intellectual Property) granted by any Loan Party or any of its Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the Ordinary Course; provided that such leases and subleases are on arms-length commercial terms; (e) so long as no Default has occurred and is continuing on the date of grant, (i) non-exclusive licenses and sublicenses in respect of Intellectual Property in the Ordinary Course and (ii) exclusive licenses and sublicenses in respect of the Intellectual Property relating to CD38, RTX or carcinoembryonic antigen so long as (x) the Loan Party or Subsidiary licensing such Intellectual Property receives aggregate non-refundable upfront consideration of at least $75,000,000 therefor (of which at least $50,000,000 shall consist of cash), (y) such license or sublicense is not to an Affiliate of the Borrower and (z) to the extent a Loan Party is the licensor or sublicensor, such proceeds and any rights to future payments pursuant to such license or sublicense shall not directly or indirectly be contributed to or invested in a Person that is not a Loan Party; (f) sales or other dispositions of Equity Interests of a Subsidiary of the Borrower so long as (i) after giving effect to such transaction and any related transactions, the Borrower or Subsidiary assets that owned the Equity Interests of such Subsidiary immediately prior to such transactions continues to hold at least 70% of the Equity Interests of such Subsidiary measured by voting power and economic rights and shall continue to hold such Equity Interests on a going forward basis and (ii) to the extent such Subsidiary was, or was required to be, a Loan Party immediately prior to such transactions, such Subsidiary continues (x) to be a Loan Party following such transactions and on a going forward basis, (y) to guarantee the Obligations pursuant to the Guaranty following such transactions and on a going forward basis, and (z) to grant a valid first-priority security interest in its assets to secure the Obligations following such transactions and on a going forward basis, in each case, to the same extent as would be required under this Agreement and the other Loan Documents if such Subsidiary were a wholly-owned Subsidiary of the Borrowerdo not constitute Asset Sales; (gd) sales Asset Sales (other than the Permitted Curation Sale); provided, (A) no Event of Non-Core Assets in any Arm’s-Length Transaction so long as Default shall have occurred and be continuing or would result therefrom, (iB) the consideration proceeds received for such sale is assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of such Credit Party or such Subsidiary), (C) with respect to any such Disposition with a purchase price in excess of $2,000,000, at least (I) 90% of the assets being sold, with consideration for such Asset Sale at least 50% or above $2,000,000 shall consist of such consideration consisting Cash paid upon the closing of casheach applicable Asset Sale, and (iiII) 75% of the consideration for such Asset Sale at under $2,000,000 shall consist of Cash paid upon the closing of each applicable Asset Sale, and (D) the Net Asset Sale Proceeds thereof shall be applied as required, or reinvested to the extent permitted, by Section 2.13(a); (e) the Permitted Curation Sale; (f) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the exercise by Curation of the put option or exit with respect to the Windset Investment in accordance with the documents governing the Windset Investment as of the Closing Date for Cash consideration not less than the fair market value of all assets sold pursuant the Windset Investment (as such value is determined in accordance with the documents governing the Windset Investment as of the Closing Date), so long as the Net Asset Sale Proceeds thereof shall be applied as required, or reinvested to this paragraph the extent permitted, by Section 2.13(a); (g) shall not exceed $75,000,000 the leasing or subleasing of immaterial assets (other than sale and leaseback transactions prohibited under Section 6.11) in the aggregateordinary course of business; (h) other Asset Sales so long as disposals of obsolete or worn out property; and (i) Asset Sales (other than the consideration Permitted Curation Sale); provided, (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) the proceeds received for any such Asset Sale is assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by management of the assets being soldsuch Credit Party or such Subsidiary), with at least (C) 75% of the consideration for such consideration consisting Asset Sale shall consist of cashCash paid upon the closing of each GS/Landec – Credit and Guaranty Agreement applicable Asset Sale, and (iiD) the fair market value of aggregate consideration for all assets sold, transferred, leased, licensed or otherwise disposed of such Asset Sales pursuant to this paragraph clause (hi) shall not exceed $50,000,000 250,000 in any Fiscal Year and (E) the Net Asset Sale Proceeds thereof shall be applied or reinvested as required, or reinvested to the extent permitted, by Section 2.13(a). Notwithstanding anything to the contrary contained in the aggregate; Credit Documents, (i) so long no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as no Default or Event of Default has occurred and is continuing or would result therefrom, any whollydefined in Section 18-owned Subsidiary 217 of the Borrower Delaware Limited Liability Company Act) or similar organizational change that may merge or consolidate with hereafter be permitted under any Person other than another Subsidiary in order to effect a Permitted Acquisition; provided that (i) in the case of any merger or consolidation involving a Loan Party, such Loan Party is the continuing or surviving Person and remains a Loan Party applicable statute and (ii) after giving effect this Section 6.9 shall not prohibit the Mexican Subsidiary Reorganization Activities prior to such merger or consolidation, such the Mexican Subsidiary continues to be a wholly-owned Subsidiary of the Borrower; and (j) any sale, transfer or other disposition of the Equity Interests of the Scilex SubsidiaryJoinder Date.

Fundamental Changes; Disposition of Assets. Each Loan Party No Borrower shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, (i) enter into any merger, transaction of merger or consolidation, amalgamation or division, (ii) liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), (iii) consummate an Asset Sale or (iv) convey, sell, transferlease or sub-lease (as lessor or sublessor), license exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or Capital Stock or other evidence of the Borrower and its Subsidiariesbeneficial ownership of, taken as a whole, in each caseany Person or any division or line of business or other business unit of any Person, except: (a) (i) any Subsidiary of any Loan Credit Party (other than the Borrower) may enter into any merger, consolidation, amalgamation or division be merged with or into such Loan Party or any other Subsidiary of such Loan Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed transferred or otherwise disposed of, in one transaction or a series of transactions, to a Loan another Credit Party; provided, however, in the case of such a merger, consolidation, amalgamation or division merger (1) involving a Loan Party and Borrower, a Subsidiary of the Borrower that is not a Loan Party, such Loan Party shall be the continuing or surviving Person; provided further that in no event Person and (2) the continuing or surviving Person shall be organized under the Borrower be party to any merger, consolidation, amalgamation or division or be liquidated, wound up or dissolved, laws of a state of the United States and (ii) any Restricted Subsidiary that is not a Loan Credit Party may enter into any merger, consolidation, amalgamation or division be merged with or into any other Restricted Subsidiary that is not a Loan Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed transferred or otherwise disposed of, in one transaction or a series of transactions, to a Credit Party or another Restricted Subsidiary that is not a Loan Credit Party; (b) (i) any Asset Sale to a Loan Party by another Loan Party or (ii) any Asset Sale by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (c) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof in the Ordinary Course in an Arm’s-Length Transaction; (d) leases or subleases (other than in respect of Intellectual Property) granted by any Loan Party or any of its Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the Ordinary Course; provided that such leases and subleases are on arms-length commercial terms; (e) so long as no Default has occurred and is continuing on the date of grant, (i) non-exclusive licenses and sublicenses in respect of Intellectual Property in the Ordinary Course and (ii) exclusive licenses and sublicenses in respect of the Intellectual Property relating to CD38, RTX or carcinoembryonic antigen so long as (x) the Loan Party or Subsidiary licensing such Intellectual Property receives aggregate non-refundable upfront consideration of at least $75,000,000 therefor (of which at least $50,000,000 shall consist of cash), (y) such license or sublicense is not to an Affiliate of the Borrower and (z) to the extent a Loan Party is the licensor or sublicensor, such proceeds and any rights to future payments pursuant to such license or sublicense shall not directly or indirectly be contributed to or invested in a Person that is not a Loan Party; (f) sales or other dispositions of Equity Interests of a Subsidiary of the Borrower so long as (i) after giving effect to such transaction and any related transactions, the Borrower or Subsidiary that owned the Equity Interests of such Subsidiary immediately prior to such transactions continues to hold at least 70% of the Equity Interests of such Subsidiary measured by voting power and economic rights and shall continue to hold such Equity Interests on a going forward basis and (ii) to the extent such Subsidiary was, or was required to be, a Loan Party immediately prior to such transactions, such Subsidiary continues (x) to be a Loan Party following such transactions and on a going forward basis, (y) to guarantee the Obligations pursuant to the Guaranty following such transactions and on a going forward basis, and (z) to grant a valid first-priority security interest in its assets to secure the Obligations following such transactions and on a going forward basis, in each case, to the same extent as would be required under this Agreement the Borrower Representative believes such action is in such entities’ best interest and is not disadvantageous to the other Loan Documents if such Subsidiary were a wholly-owned Subsidiary of the BorrowerLenders; (gi) sales any Restricted Subsidiary may dispose of Non-Core Assets in all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Arm’s-Length Transaction so long as Borrower or to another Restricted Subsidiary; provided that a Credit Party may make such disposition only to a Borrower or another Credit Party and (ii) any Restricted Subsidiary which is not a Credit Party may dispose of all or substantially all its assets to any Borrower or another Restricted Subsidiary; (c) sales, leases, licenses or other dispositions of assets that do not constitute Asset Sales pursuant to clauses (i) through (vi) of the definition of Asset Sale; (d) the Borrowers and the Restricted Subsidiaries may make Asset Sales,; provided (1) the consideration received for such sale is assets shall be in an amount at least equal to the fair market value of thereof (determined in good faith by the assets being soldBorrower Representative or the applicable Credit Party), (2) with at least 50% of such consideration consisting of cash, and (ii) the fair market value of all assets sold respect to Asset Sales pursuant to this paragraph clause (gd) shall not exceed for an aggregate purchase price in excess of $75,000,000 10,000,000 in the aggregate; (h) other Asset Sales so long as (i) the consideration for any such Asset Sale is at least equal to the fair market value of the assets being soldFiscal Year, with at least 75% of the purchase price for such consideration consisting assets shall be paid to the Borrower Representative or such Restricted Subsidiary in Cash or Cash Equivalents (in each case, free and clear of Liens at the time received) (in each case, other than non-consensual Liens permitted by Section 6.02 and Liens permitted by Sections 6.02(a), (p), (u), (v), (w) and (x)); provided, however, that, for the purposes of this clause (2), the following shall be deemed to be cash: (A) any liabilities (as shown on the Initial Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Initial Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in Cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which the Initial Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Initial Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Initial Borrower or such Restricted Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash NAI-1537241654v2 Equivalents received) within ninety (90) days following the closing of the applicable Asset Sale, and (iiC) aggregate non-Cash consideration received by the Initial Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of all assets soldthe closing of the applicable Asset Sale for which such non-Cash consideration is received) not to exceed the greater of (x) $6,000,000 and (y) 10.0% of Consolidated Adjusted EBITDA at any time, transferred(3) the Net Asset Sale Proceeds thereof shall be applied to prepay the Loans to the extent required by Section 2.13(a) and (4) at the time of such Asset Sale, leased, licensed no Event of Default shall exist or otherwise disposed of would result from such Asset Sale (other than any such Asset Sale made pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate; (i) so long as a legally binding commitment entered into at a time when no Default or Event of Default has occurred and is continuing continuing); (i) a sale, assignment or would result therefromother transfer of Receivables Assets, or participations therein, and related assets to a Receivables Subsidiary in a Qualified Receivables Financing and (ii) a sale, assignment or other transfer of Receivables Assets, or participations therein, and related assets by a Receivables Subsidiary in a Qualified Receivables Financing; (f) [reserved]; (g) the lapse of registered immaterial intellectual property of a Borrower or any wholly-owned Subsidiary of its Restricted Subsidiaries that is no longer used or useful in the business of the Borrower may merge Credit Parties; (h) the settlement or consolidate write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (i) leases, licenses or sublicenses of real or personal property in the ordinary course of business and to the extent not otherwise expressly prohibited by this Agreement or the other Credit Documents; (j) the disposition of property which constitutes, or which is subject to, a casualty event or condemnation, in each case, so long as the proceeds thereof are applied in accordance with the terms of this Agreement; (k) the sale or other disposition of a nominal amount of Capital Stock in any Person other than another Restricted Subsidiary in order to effect qualify members of the board of directors or equivalent governing body of such Restricted Subsidiary to the extent required by applicable law; (l) the unwinding or settlement of any Interest Rate Agreement permitted under Section 6.01 pursuant to its terms; (m) cancellation of any intercompany Indebtedness among the Credit Parties; (n) the termination, surrender or sublease of a Permitted Acquisition; provided real estate lease of any Credit Party that (i) is no longer used or useful in its business in the case ordinary course of its business; (o) any merger sale of Capital Stock in, or consolidation involving a Loan PartyIndebtedness or other securities of, such Loan Party is the continuing or surviving Person and remains a Loan Party and (ii) after giving effect to such merger or consolidation, such Subsidiary continues to be a wholly-owned Subsidiary of the Borroweran Unrestricted Subsidiary; and (jp) any saleAsset Sales of Permitted Joint Venture Investments to the extent required by, transfer or other disposition of made pursuant to customary buy/sell arrangements between, the Equity Interests of the Scilex Subsidiaryjoint venture parties set forth in joint venture arrangements and similar binding arrangements.

Fundamental Changes; Disposition of Assets. Each Loan No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, (i) enter into any mergertransaction of merger or consolidation (including through a plan of division), consolidation, amalgamation or division, (ii) liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), (iii) consummate an any Asset Sale Sale, or (iv) sell, transfer, license or otherwise dispose Dispose of, in one transaction or a series of related transactions, all or substantially all any part of the its business, assets or property of the Borrower any kind whatsoever, whether real, personal or mixed and its Subsidiarieswhether tangible or intangible, taken whether now owned or hereafter acquired, leased (as a wholelessee), in each caseor licensed (as licensee), except: (ia) any Subsidiary of any Loan Credit Party (other than the Borrower) Holdings may enter into any merger, consolidation, amalgamation or division be merged with or into such Loan Party or any other Subsidiary of such Loan another Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed transferred or otherwise disposed of, in one transaction or a series of transactions, to a Loan another Credit Party; provided, however, in the case of any such a merger, consolidation(i) if such Credit Party is a Borrower, amalgamation or division involving a Loan Borrower shall be the surviving Person, (ii) if such Credit Party and is not a Subsidiary of the Borrower Mexican Subsidiary, a Credit Party that is not a Loan PartyMexican Subsidiary shall be the surviving Person and (iii) in any other case, such Loan a Credit Party shall be the continuing or surviving Person; provided further (b) in connection with a Permitted Acquisition, any Subsidiary of a Credit Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided, that in no event (i) if such Credit Party is a Borrower, a Borrower shall be the Borrower be party to any mergersurviving Person, consolidation, amalgamation or division or be liquidated, wound up or dissolved, and (ii) any Subsidiary if such Credit Party is not a Mexican Subsidiary, a Credit Party that is not a Loan Party may enter into any merger, consolidation, amalgamation or division with or into Mexican Subsidiary shall be the surviving Person and (iii) in any other Subsidiary that is not case, a Loan Party, Credit Party shall be the continuing or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred, licensed or otherwise disposed of, in one transaction or a series of transactions, to Subsidiary that is not a Loan Party; (b) (i) any Asset Sale to a Loan Party by another Loan Party or (ii) any Asset Sale by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; surviving Person; (c) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof in the Ordinary Course in an Arm’s-Length Transaction; (d) leases or subleases (other than in respect of Intellectual Property) granted by any Loan Party or any of its Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the Ordinary Course; provided that such leases and subleases are on arms-length commercial terms; (e) so long as no Default has occurred and is continuing on the date of grant, (i) non-exclusive licenses and sublicenses in respect of Intellectual Property in the Ordinary Course and (ii) exclusive licenses and sublicenses in respect of the Intellectual Property relating to CD38, RTX or carcinoembryonic antigen so long as (x) the Loan Party or Subsidiary licensing such Intellectual Property receives aggregate non-refundable upfront consideration of at least $75,000,000 therefor (of which at least $50,000,000 shall consist of cash), (y) such license or sublicense is not to an Affiliate of the Borrower and (z) to the extent a Loan Party is the licensor or sublicensor, such proceeds and any rights to future payments pursuant to such license or sublicense shall not directly or indirectly be contributed to or invested in a Person that is not a Loan Party; (f) sales or other dispositions of Equity Interests of a Subsidiary of the Borrower so long as (i) after giving effect to such transaction and any related transactions, the Borrower or Subsidiary assets that owned the Equity Interests of such Subsidiary immediately prior to such transactions continues to hold at least 70% of the Equity Interests of such Subsidiary measured by voting power and economic rights and shall continue to hold such Equity Interests on a going forward basis and (ii) to the extent such Subsidiary was, or was required to be, a Loan Party immediately prior to such transactions, such Subsidiary continues (x) to be a Loan Party following such transactions and on a going forward basis, (y) to guarantee the Obligations pursuant to the Guaranty following such transactions and on a going forward basis, and (z) to grant a valid first-priority security interest in its assets to secure the Obligations following such transactions and on a going forward basis, in each case, to the same extent as would be required under this Agreement and the other Loan Documents if such Subsidiary were a wholly-owned Subsidiary of the Borrowerdo not constitute Asset Sales; (g) sales of Non-Core Assets in any Arm’s-Length Transaction so long as (i) the consideration for such sale is at least equal to the fair market value of the assets being sold, with at least 50% of such consideration consisting of cash, and (ii) the fair market value of all assets sold pursuant to this paragraph (g) shall not exceed $75,000,000 in the aggregate; (h) other Asset Sales so long as (i) the consideration for any such Asset Sale is at least equal to the fair market value of the assets being sold, with at least 75% of such consideration consisting of cash, and (ii) the fair market value of all assets sold, transferred, leased, licensed or otherwise disposed of pursuant to this paragraph (h) shall not exceed $50,000,000 in the aggregate; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any wholly-owned Subsidiary of the Borrower may merge or consolidate with any Person other than another Subsidiary in order to effect a Permitted Acquisition; provided that (i) in the case of any merger or consolidation involving a Loan Party, such Loan Party is the continuing or surviving Person and remains a Loan Party and (ii) after giving effect to such merger or consolidation, such Subsidiary continues to be a wholly-owned Subsidiary of the Borrower; and (j) any sale, transfer or other disposition of the Equity Interests of the Scilex Subsidiary.