Common use of Consolidations, Mergers and Sales of Assets; Change in Control Clause in Contracts

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consolidate or merge or amalgamate with or into any other Person other than (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Holdings, Holdings shall be the surviving entity), (b) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity (provided that Parent may not merge into any Borrower), (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity (provided that in the case of any consolidation or merger involving Parent, Parent shall be the surviving entity), (d) consolidations or mergers among Excluded Subsidiaries, (e) dissolutions or liquidations of Credit Parties (other than Borrowers) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower or another Credit Party and (f) consolidations and mergers necessary to effect the Permitted Internal Reorganization. (b) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition and (ii) such Permitted Asset Dispositions shall be made for fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder or in the footnotes thereto) of the applicable Credit Party or Subsidiary, other than liabilities that are by their terms subordinated to the payment in full of the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which Parent and its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party or Subsidiary having an aggregate fair market value (determined as of the closing of the applicable disposition for which such non-cash consideration is received) not to exceed $5,000,000; provided, further that any Permitted Asset Disposition resulting in the sale, transfer or disposition of Collateral that is part of the Borrowing Base shall result in a corresponding reduction of the Borrowing Base equal to the fair market value of such Collateral and Credit Parties shall submit an updated Borrowing Base Certificate evidencing the removal of such Collateral from the Borrowing Base.

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person Person, other than (i) mergers to consummate an acquisition permitted by subclauses (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Holdings, Holdings shall be the surviving entity), (bb)(viii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity (provided that Parent may not merge into any Borrower), (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity (provided that in the case of any consolidation or merger involving Parent, Parent shall be the surviving entity), (d) consolidations or mergers among Excluded Subsidiaries, (e) dissolutions or liquidations of Credit Parties (other than Borrowers) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower or another Credit Party and (fb)(xii) consolidations and mergers necessary to effect of the definition of Permitted Internal Reorganization. (b) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition Investments and (ii) with not less than twenty (20) Business Days’ prior written notice to Agent (or such Permitted Asset Dispositions shall be made lesser amount of notice as Agent, in its sole discretion, may from time to time permit) mergers of any Subsidiary of a Borrower that is wholly-owned with and into a Borrower (with such Borrower as the surviving entity of such merger) or with and into any other Subsidiary of a Borrower that is wholly-owned or (b) consummate any asset dispositions other than (i) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (ii) dispositions of personal property assets (other than Accounts) for cash and fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder applicable Borrower determines in good faith is no longer used or useful in the footnotes theretobusiness of such Borrower and its Subsidiaries, (iii) the granting of the applicable Credit Party or Subsidiary, other than liabilities Liens that are by their terms subordinated Permitted Liens, (iv) licensing Intellectual Property in the Ordinary Course of Business, and (v) dispositions of personal property assets among Borrowers. No Borrower will suffer or permit to the payment occur any Change in full of the Obligations, that are assumed by the transferee Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such Persons.” (d) Minimum Net Invoiced Revenues (Section 6.2). Section 6.2 of the applicable disposition Credit Agreement is hereby amended by adding a new sentence at the end of such Section to read as follows: “Notwithstanding the foregoing, this Section 6.2 shall be in effect (and for which Parent shall only be in effect) when the aggregate amount of cash and cash equivalents that is reflected on the balance sheet of Holdings and its Consolidated Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party or Subsidiary having an aggregate fair market value (determined as of the closing last day of any calendar quarter is less than $60,000,000, as demonstrated on the applicable disposition for which such nonmost-cash consideration is received) not recent financial statements delivered to exceed $5,000,000; provided, further that any Permitted Asset Disposition resulting Agent in the sale, transfer or disposition accordance with Section 4.1 of Collateral that is part of the Borrowing Base shall result in a corresponding reduction of the Borrowing Base equal to the fair market value of such Collateral and Credit Parties shall submit an updated Borrowing Base Certificate evidencing the removal of such Collateral from the Borrowing Basethis Agreement.”

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly consolidate or consolidate,merge or amalgamate with or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person except (a) a Subsidiary that is not a Credit Party may merge into any Credit Party or any Subsidiary of a Credit Party (provided that, to the extent such Subsidiary that is not a Credit Party has its equity pledged to Agent, then any Person it merges with must also have its equity pledged to Agent by at least the same percentage), (2) a Subsidiary that is a Credit Party may merge into any other Person other than (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity Credit Party (provided that in that, (y) to the case extent such Subsidiary being merged has its equity pledged to Agent, then any Person it merges with must also have its equity pledged to Agent by at least the same percentage and (z) to the extent Endologix is part of any consolidation or merger involving Holdingssuch transaction, Holdings shall Endologix must be the surviving entityPerson), (b3) consolidations any Subsidiary of Endologix (other than, for the avoidance of doubt, Endologix) may liquidate or mergers among dissolve if (i) Endologix determines in good faith that such liquidation or dissolution is in the best interests of Endologix and it is not materially disadvantageous to the Agent or the Lenders and (ii) to the extent such Subsidiary is a Guarantor Guarantor, any such assets or business held by such subject Subsidiary shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution, and a Borrower so long as the Borrower is the surviving entity (provided that Parent may 4) Permitted Acquisitions. Endologix shall not merge into permit Endologix to establish or form any BorrowerSubsidiary, unless such Subsidiary complies with Section 4.11(d)), (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity (provided that in the case of any consolidation or merger involving Parentif applicable, Parent shall be the surviving entity), (d) consolidations or mergers among Excluded Subsidiaries, (e) dissolutions or liquidations of Credit Parties and such Subsidiary (other than Borrowersany such Subsidiary that is a Foreign Subsidiary or an Excluded Domestic Holdco) executes and/or delivers all other documents, agreements and instruments reasonably requested by Agent or their Subsidiaries so long as the Required Lenders to perfect a Lien in favor of Agent (for the benefit of the Agent and the Lenders) on such Subsidiary’s (other than any such Subsidiary that is a Foreign Subsidiary or an Excluded Domestic Holdco) assets of and to make such dissolved Subsidiary (other than any such Subsidiary that is a Foreign Subsidiary or liquidated Person are transferred to an Excluded Domestic Holdco) a Borrower or another Credit Party and (f) consolidations and mergers necessary to effect Guarantor under the Permitted Internal ReorganizationFinancing Documents. (b) No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate . (c) No Borrower will suffer or permit to occur any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition and (ii) such Permitted Asset Dispositions shall be made for fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder or Change in the footnotes thereto) of the applicable Credit Party or Subsidiary, other than liabilities that are by their terms subordinated to the payment in full of the Obligations, that are assumed by the transferee Control with respect to the applicable disposition and for which Parent and its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party itself, any Subsidiary or Subsidiary having an aggregate fair market value (determined as of the closing of the applicable disposition for which such non-cash consideration is received) not to exceed $5,000,000; provided, further that any Permitted Asset Disposition resulting in the sale, transfer or disposition of Collateral that is part of the Borrowing Base shall result in a corresponding reduction of the Borrowing Base equal to the fair market value of such Collateral and Credit Parties shall submit an updated Borrowing Base Certificate evidencing the removal of such Collateral from the Borrowing BaseGuarantor.

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person Person, other than (i) mergers to consummate an acquisition permitted by subclauses (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Holdings, Holdings shall be the surviving entity), (bb)(viii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity (provided that Parent may not merge into any Borrower), (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity (provided that in the case of any consolidation or merger involving Parent, Parent shall be the surviving entity), (d) consolidations or mergers among Excluded Subsidiaries, (e) dissolutions or liquidations of Credit Parties (other than Borrowers) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower or another Credit Party and (fb)(xii) consolidations and mergers necessary to effect of the definition of Permitted Internal Reorganization. (b) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition Investments and (ii) with not less than twenty (20) Business Days’ prior written notice to Agent (or such Permitted Asset Dispositions shall be made lesser amount of notice as Agent, in its sole discretion, may from time to time permit) mergers of any Subsidiary of a Borrower that is wholly-owned with and into a Borrower (with such Borrower as the surviving entity of such merger) or with and into any other Subsidiary of a Borrower that is wholly-owned or (b) consummate any asset dispositions other than (i) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (ii) dispositions of personal property assets (other than Accounts) for cash and fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder applicable Borrower determines in good faith is no longer used or useful in the footnotes theretobusiness of such Borrower and its Subsidiaries, (iii) the granting of the applicable Credit Party or Subsidiary, other than liabilities Liens that are by their terms subordinated Permitted Liens, and (iv) licensing Intellectual Property in the Ordinary Course of Business. No Borrower will suffer or permit to the payment occur any Change in full of the Obligations, that are assumed by the transferee Control with respect to the applicable disposition and for which Parent and its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party itself, any Subsidiary or Subsidiary having an aggregate fair market value (determined as of the closing of the applicable disposition for which any Guarantor other than Permitted Transfers with respect to such non-cash consideration is received) not to exceed $5,000,000; provided, further that any Permitted Asset Disposition resulting in the sale, transfer or disposition of Collateral that is part of the Borrowing Base shall result in a corresponding reduction of the Borrowing Base equal to the fair market value of such Collateral and Credit Parties shall submit an updated Borrowing Base Certificate evidencing the removal of such Collateral from the Borrowing BasePersons.

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person Person, other than (i) mergers to consummate an acquisition permitted by subclauses (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Holdings, Holdings shall be the surviving entity), (bb)(viii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity (provided that Parent may not merge into any Borrower), (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity (provided that in the case of any consolidation or merger involving Parent, Parent shall be the surviving entity), (d) consolidations or mergers among Excluded Subsidiaries, (e) dissolutions or liquidations of Credit Parties (other than Borrowers) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower or another Credit Party and (fb)(xii) consolidations and mergers necessary to effect of the definition of Permitted Internal Reorganization. (b) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition Investments and (ii) with not less than twenty (20) Business Days’ prior written notice to Agent (or such Permitted Asset Dispositions shall be made lesser amount of notice as Agent, in its sole discretion, may from time to time permit) mergers of any Subsidiary of a Borrower that is wholly-owned with and into a Borrower (with such Borrower as the surviving entity of such merger) or with and into any other Subsidiary of a Borrower that is wholly-owned or (b) consummate any asset dispositions other than (i) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (ii) dispositions of personal property assets (other than Accounts) for cash and fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder applicable Borrower determines in good faith is no longer used or useful in the footnotes theretobusiness of such Borrower and its Subsidiaries, (iii) the granting of the applicable Credit Party or Subsidiary, other than liabilities Liens that are by their terms subordinated Permitted Liens, (iv) licensing Intellectual Property in the Ordinary Course of Business, and (v) dispositions of personal property assets among Borrowers. No Borrower will suffer or permit to the payment occur any Change in full of the Obligations, that are assumed by the transferee Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such Persons.” (e) Minimum Net Invoiced Revenues (Section 6.2). Section 6.2 of the applicable disposition Credit Agreement is hereby amended by adding a new sentence at the end of such Section to read as follows: “Notwithstanding the foregoing, this Section 6.2 shall be in effect (and for which Parent shall only be in effect) when the aggregate amount of cash and cash equivalents that is reflected on the balance sheet of Holdings and its Consolidated Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party or Subsidiary having an aggregate fair market value (determined as of the closing last day of any calendar quarter is less than $60,000,000, as demonstrated on the applicable disposition for which such nonmost-cash consideration is received) not recent financial statements delivered to exceed $5,000,000; provided, further that any Permitted Asset Disposition resulting Agent in the sale, transfer or disposition accordance with Section 4.1 of Collateral that is part of the Borrowing Base shall result in a corresponding reduction of the Borrowing Base equal to the fair market value of such Collateral and Credit Parties shall submit an updated Borrowing Base Certificate evidencing the removal of such Collateral from the Borrowing Basethis Agreement.”

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Credit Party Borrower will, or will permit any Subsidiary to, directly or indirectly consolidate or (a) merge or amalgamate consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (an “Acquisition”), except for Permitted Acquisitions, or (b) consummate any disposition of Collateral other than (ai) consolidations dispositions of personal property assets (other than Accounts) for cash and fair value that the applicable Borrower determines in good faith is no longer used or mergers among Borrowers where useful in the business of such Borrower and its Subsidiaries, and (ii) the granting of non-exclusive licenses (or exclusive licenses limited to a particular geographic range or field of use). No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor, other than Permitted Transfers. (b) Notwithstanding the foregoing in Section 5.6(a), Borrower may make Acquisitions (each a “Permitted Acquisition” and collectively, the “Permitted Acquisitions”) during the existence of this Agreement and in connection with such Permitted Acquisition, alter or amend its capital structure or authorize any additional class of equity, subject to the following conditions: (i) Borrower gives Agent not less than ten (10) days prior written notice of such Acquisition, (ii) that the Person being acquired or invested in (the “Target”) shall be in the same or related line of business as the Borrower’s current line of business, (iii) after giving effect to any such merger or acquisition a Borrower is the surviving entity, (iv) Borrower shall remain in compliance with all of the terms and conditions of the Loan Documents, and (v) that the new entity (provided that will be added as a co-Borrower and will ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of Agent and the Lenders in the case Collateral. The Borrower shall provide the Agent with legal and financial information on the Target within ten (10) days of any consolidation or merger involving Holdings, Holdings shall such Permitted Acquisition which legal and financial information must be satisfactory to the surviving entity), (b) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity (provided that Parent may not merge into any Borrower), Agent in all material respects. (c) consolidations As soon as available, but in no event more than seven (7) days after finalizing any Permitted Acquisition, Borrower shall provide the Agent with a written summary of the transaction, which summary shall set forth, among other things, the structure of the transaction, including whether the transaction shall cause a change in any Borrower’s or mergers among Guarantors where any Subsidiary’s capital structure, require the Guarantor is issuance of stock, or options to purchase stock, or require any Borrower or any Subsidiary to redeem any stock and shall deliver to Agent such information, documents and instruments as the surviving entity (provided Lender may require to perfect a first lien security interest on the Collateral being acquired. In addition, Borrower shall at the same time provide the Agent with a pro-forma Compliance Certificate as of the most recent reporting period for which the Borrower sent Agent a Compliance Certificate, which indicates that in no default will occur under this Agreement as a result of the case of any consolidation or merger involving Parent, Parent shall be the surviving entity), Permitted Acquisition. (d) consolidations Borrower shall not make any acquisitions, where either (i) the acquisition is a “hostile” acquisition; or mergers among Excluded Subsidiaries(ii) the Target is a business whose principal office is located outside of the United States, unless the Company and Agent have agreed upon reasonable restrictions on the transfer of assets and monies to such Target. (e) dissolutions Each Target now or liquidations of Credit Parties hereafter acquired either through a Permitted Acquisition shall within seven (other than Borrowers7) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower or another Credit Party and (f) consolidations and mergers necessary to effect the Permitted Internal Reorganization. (b) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition and (ii) such Permitted Asset Dispositions shall be made for fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder or in the footnotes thereto) of the applicable Credit Party or Subsidiary, other than liabilities that are by their terms subordinated to the payment in full of the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which Parent and its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party or Subsidiary having an aggregate fair market value (determined as days of the closing of such Permitted Acquisition, deliver to Agent a Joinder Agreement in substantially the applicable disposition for form acceptable to Agent, pursuant to which such non-cash consideration is received(a) not to exceed $5,000,000; provided, further that any Permitted Asset Disposition resulting in the sale, transfer or disposition of Collateral that is part it shall join as a Borrower under each of the Borrowing Base shall result in Loan Documents to which the Borrowers are parties, and (b) grant to Lender a corresponding reduction lien on all of its Collateral to secure the Borrowing Base equal to the fair market value Obligations, free and clear of such Collateral and Credit Parties shall submit an updated Borrowing Base Certificate evidencing the removal of such Collateral from the Borrowing Baseall Liens.