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

Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors, (iv) consolidations or mergers among Subsidiaries that are MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 not Credit Parties, (v) consolidations or mergers in connection with any Permitted Acquisition so long in any merger or consolidation involving a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity, and (vi) any consolidation or merger of a Subsidiary that is not a Credit Party into a Borrower or Guarantor; provided that such Borrower or Guarantors tangible net worth is not reduced thereby, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.

Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors, (iv) consolidations or mergers among Subsidiaries that are MidCap / HTG / Credit and Security Agreement (Term Revolving Loan) \\DC - 036639/000001 - 12092479 12092487 not Credit Parties, (v) consolidations or mergers in connection with any Permitted Acquisition so long in any merger or consolidation involving a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity, and (vi) any consolidation or merger of a Subsidiary that is not a Credit Party into a Borrower or Guarantor; provided that such Borrower or Guarantors tangible net worth is not reduced thereby, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (ia) consolidations or mergers among BorrowersBorrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Aptevo Therapeutics, Aptevo Therapeutics shall be the surviving entity), (iib) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iiic) consolidations or mergers among GuarantorsGuarantors where the Guarantor is the surviving entity, (ivd) consolidations or mergers among Excluded Foreign Subsidiaries that and (e) dissolutions or liquidations of Credit Parties (other than Aptevo Therapeutics) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower. (a) MidCap / HTG Aptevo Therapeutics / Amended and Restated Credit and Security Agreement (Term Loan) \\DC - 036639/000001 036639/000031 - 12092479 not Credit Parties, (v) consolidations or mergers in connection with any Permitted Acquisition so long in any merger or consolidation involving a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity, and (vi) any consolidation or merger of a Subsidiary that is not a Credit Party into a Borrower or Guarantor; provided that such Borrower or Guarantors tangible net worth is not reduced thereby, or 12505399 (b) No Borrower will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions. . (c) No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any GuarantorControl.

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (ia) consolidations or mergers among BorrowersBorrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Aptevo Therapeutics, Aptevo Therapeutics shall be the surviving entity), (iib) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iiic) consolidations or mergers among GuarantorsGuarantors where the Guarantor is the surviving entity, (ivd) consolidations or mergers among Excluded Foreign Subsidiaries that are MidCap / HTG / and (e) dissolutions or liquidations of Credit and Security Agreement Parties (Term Loanother than Aptevo Therapeutics) \\DC - 036639/000001 - 12092479 not Credit Parties, (v) consolidations or mergers in connection with any Permitted Acquisition their Subsidiaries so long in as any merger assets of such dissolved or consolidation involving liquidated Person are transferred to a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity, and (vi) any consolidation or merger of a Subsidiary that is not a Credit Party into a Borrower or Guarantor; provided that such Borrower or Guarantors tangible net worth is not reduced thereby, or Borrower. (b) No Borrower will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions. . (c) No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor.Control. MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15

Consolidations, Mergers and Sales of Assets; Change in Control. (a) No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (ia) consolidations or mergers among BorrowersBorrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Aptevo Therapeutics, Aptevo Therapeutics shall be the surviving entity), (iib) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iiic) consolidations or mergers among GuarantorsGuarantors where the Guarantor is the surviving entity, (ivd) consolidations or mergers among Excluded Foreign Subsidiaries that are MidCap / HTG / and (e) dissolutions or liquidations of Credit and Security Agreement Parties (Term Loanother than Aptevo Therapeutics) \\DC - 036639/000001 - 12092479 not Credit Parties, (v) consolidations or mergers in connection with any Permitted Acquisition their Subsidiaries so long in as any merger assets of such dissolved or consolidation involving liquidated Person are transferred to a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity, and (vi) any consolidation or merger of a Subsidiary that is not a Credit Party into a Borrower or Guarantor; provided that such Borrower or Guarantors tangible net worth is not reduced thereby, or Borrower. (b) No Borrower will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions. . (c) No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any GuarantorControl.