Common use of Changes in Business, Management, Ownership or Business Locations Clause in Contracts

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of Agent and the Lenders; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent); (ii) change its organizational structure or type; (iii) change its legal name; or (iv) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Thousand Dollars ($500,000) in Borrower’s assets or property and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, in any business other than the businesses currently engaged in by Borrower, such Credit Party Borrower or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) (i) have a change in Responsible Officer where a suitable permanent replacement, as approved by Borrower's board of directors, has not been named and hired by not later than ninety (90) days after such change, or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of the Agent and the Lenders; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) change its legal namename unless Borrower has given at least thirty (30) days prior written notice to Agent of Borrower's intention to take any such action (which such written notice shall include an updated version of any Disclosure Schedule impacted by such change) and have executed any and all documents, instruments and agreements and taken any other actions which Agent may request after receiving such written notice in order to protect and preserve the Liens, rights and remedies of Agent with respect to the Collateral; provided, however, that Agent acknowledges that Borrower intends to change its name to "Strata Skin Sciences, Inc." effective as of January 5, 2016, and that no additional notice shall be required under this clause (g) regarding such name change; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing foregoing, in the case of subpart (d) abovepreceding, provided that the applicable lease or license agreement, or applicable law, does do not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Fifty Thousand Dollars ($500,00050,000) in Borrower’s 's assets or property and not containing Borrower’s 's Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s 's Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) (i) have a change in its Chief Executive Officer where a suitable permanent replacement, as approved by such Credit Party’s board of directors, has not been named and hired by not later than sixty (60) days after such change, or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of Agent and the LendersControl; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations (unless such new or existing offices or business locations (i) contain less than One Hundred Thousand Dollars ($100,000) in such Credit Party’s assets or property and (ii) do not contain any of such Credit Party’s Books that are not otherwise available (whether in duplicate or original form) at another business location of a Credit Party that is covered by an Access Agreement) without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below)Agent; (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) (e) change its legal name, without furnishing to the Agent at least 30 days’ prior written notice of such change; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing in the case of subpart (d) aboveforegoing, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) if the company has not terminated its lease with respect to, and removed all Collateral from, the premises located at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 by December 31, 2014, Borrowers shall provide Agent with an Access Agreement with respect to such new or existing offices or business locations containing less than Five Hundred Thousand Dollars ($500,000) in Borrower’s assets or property and not containing Borrower’s Books location and (ii) with respect to any new or existing relocation of Parent’s principal place of business location constituting a warehouseto: Xxxxx 000, consignee or bailee location that does 0xx xxxxx(x), 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx (the “New Headquarters”), Credit Parties shall not contain any of Borrower’s Books and would not otherwise require be required to provide an Access Agreement pursuant for such location if (A) New Headquarters Lease provides access rights for Agent and Lenders in a manner reasonably acceptable to Agent, and (B) along with the delivery of each Compliance Certificate, Credit Parties provide evidence satisfactory to Agent that Parent has made (or caused to be made) each rent payment under and in accordance with the terms of the New Headquarters Lease. In addition to the criteria set forth foregoing, until such time as Credit Parties obtain Access Agreements with respect to the leased premises of the Swiss Guarantors located at (i) Rue des Alpes 21, Xxxx xxxxxxx 0000, 0000 Xxxxxx, Xxxxxxxxxxx (Correvio International Sàrl) and (ii) Xxxxxxxxxxxxx 000, XX-0000 Xxx, Xxxxxxxxxxx (CARDIOME INTERNATIONAL AG), Credit Parties shall provide evidence satisfactory to Agent that Parent has made (or caused to be made) each rent payment under and in Section 4.2(e). Midcap / MannKind / Credit and Security Agreementaccordance with the terms of the leases relating to such locations.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) (i) have a change in senior management where an interim replacement, as approved by Borrower’s or such Credit Party’s board of directors, has not been named and hired by not later than [***] after such change, or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, for either (xA) the indefeasible payment in full of the Obligations substantially concurrently therewith or (yB) the consent of Agent and the LendersLenders as a condition precedent to the consummation thereof; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) change its legal name; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing foregoing, in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (ix) such new or existing offices or business locations containing less than Five Hundred Thousand Dollars ($500,000) [***] in Borrower’s assets or property and not containing Borrower’s Books and (iiy) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage inin , or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party Borrower or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that a an Inactive Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) (i) have a change in Responsible Officer where a suitable permanent replacement, as approved by Borrower’s board of directors, has not been named and hired by not later than ninety (90) days after such change, or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of the Agent and the Lenders; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) change its legal namename unless Borrower has given at least thirty (30) days prior written notice to Agent of Borrower’s intention to take any such action (which such written notice shall include an updated version of any Disclosure Schedule impacted by such change) and have executed any and all documents, instruments and agreements and taken any other actions which Agent may request after receiving such written notice in order to protect and preserve the Liens, rights and remedies of Agent with respect to the Collateral; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing foregoing, in the case of subpart (d) abovepreceding, provided that the applicable lease or license agreement, or applicable law, does do not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Fifty Thousand Dollars ($500,00050,000) in Borrower’s assets or property and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, in or permit any of its Subsidiaries to engage in, in any business other than the businesses currently engaged in by Borrower, such Credit Party or Borrower and such Subsidiary, as applicable, as of the Effective Date or reasonably related thereto; (b) liquidate or dissolvedissolve except as permitted pursuant to Section 7.3; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve (c) (i) any Key Person shall cease to be actively engaged in the Ordinary Course management of Borrower unless written notice thereof is provided to Collateral Agent within ten (10) Business so long as Days of such Subsidiary distributes its assets to a Credit Party upon such liquidation change, or dissolution; (cii) enter into any transaction or series of related transactions in which would result the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than (w) a private placement of public equity or to venture capital investors in a Change in Control unless bona fide equity financing transaction (or series of related transactions) so long as Borrower identifies to Collateral Agent the agreements with respect to such transactions provide for, as a condition precedent venture capital investors prior to the consummation thereofclosing of the transaction, either (x) an initial public offering as a result of which the indefeasible payment in full of the Obligations or Borrower’s shares become publicly traded, (y) the consent initial listing of Agent and the Lenders; Borrower’s common stock on a national securities exchange by means of an effective registration statement under the Securities Act that registers shares of existing capital stock of the Borrower for resale or (dz) a SPAC Transaction. Borrower shall not, without at least thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, or enter into any including warehouses (unless such new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided belowi) contain less than Five Hundred Thousand Dollars ($500,000.00) in assets or property of Borrower or any of its Subsidiaries and (ii) are not Borrower’s or its Subsidiaries’ chief executive office); (e) without at least 10 Business Days’ prior written notice to Agent (iB) change its jurisdiction of organization organization, (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent); (iiC) change its organizational structure or type; , (iiiD) change its legal name; , or (ivE) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Thousand Dollars ($500,000) in Borrower’s assets or property and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; dissolve (except any liquidation or dissolution of Recursion GmbH, provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course proceeds of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolutiondissolution are transferred to Borrower); (c) (i) have a change in Borrower’s chief executive officer where a suitable interim or permanent replacement, as approved by Borrower’s or such Credit Party’s board of directors, has not been named and hired by not later than ninety (90) days after such change, or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of Agent and the Lenders; (d) in the case of Borrower or any Guarantor, add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (ii) change its organizational structure or type; (iii) change its legal name; name or (iv) change any organizational number (if any) assigned by its jurisdiction of organizationorganization unless Borrower has (A) given at least fifteen (15) days’ prior written notice to Agent of Borrower’s intention to take any such action (which such written notice shall include an updated version of any Disclosure Schedule impacted by such change) and (B) executed any and all documents, instruments and agreements and taken any other actions which Agent may request after receiving such written notice in order to protect and preserve the Liens, rights and remedies of Agent with respect to the Collateral. Notwithstanding the foregoing in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, above subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Thousand Dollars ($500,000) in Borrowersuch Credit Party’s assets or property and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, in any business other than the businesses currently engaged in by Borrower, such Credit Party Borrower or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that dissolve (other than the liquidation of (1) a Subsidiary that is not a Credit Party may liquidate Secured Guarantor where all assets of such liquidating Subsidiary shall be contributed to its parent or dissolve (2) a Subsidiary that is a Secured Guarantor only if its parent is a Secured Guarantor or Borrower and only if all assets of such Subsidiary are contributed to such parent, in the Ordinary Course of Business each case so long as (i) Borrower has provided Agent with prior written notice of such Subsidiary distributes its assets transaction, (ii) Borrower’s tangible net worth is not thereby reduced, (iii) no Event of Default has occurred and is continuing prior thereto or arises as a result therefrom, and (iv) Borrower shall be in compliance with the covenants set forth in this Agreement both before and after giving effect to a Credit Party upon such liquidation or dissolutiontransaction); (c) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (xi) the indefeasible payment in full of the Obligations or (yii) the consent of the Agent and the Lenders; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) change its legal name; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing foregoing, in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licenseepreceding, subpart (d) shall not restrict leases or licenses for (i) other than warehouse, consignee or bailee locations (which, for the avoidance of doubt are addressed in sub clause (ii) below), such new or existing offices or business locations containing less than Five One Hundred Thousand Dollars ($500,000100,000) in Borrower’s assets or property and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement, in the case of either clause (i) or (ii), so long as any Lien in favor of the lessor, landlord or licensor is not on Collateral (whether or not located on such premises) in excess of $100,000.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related or extension thereto; (b) liquidate or dissolve; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) (i) have a change in senior management of BioNano where a suitable permanent replacement, as approved by Borrower’s or such Credit Party’s board of directors, has not been named and hired by not later than one hundred eighty (180) days after such change (or such longer time period agreed by Agent in its reasonable discretion), or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of Agent and the Lenders; (d) add failure to deliver within sixty (60) days (or such longer time as approved by Agent) of the addition of any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering locations, a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) change its legal name; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Thousand Dollars ($500,000) in Borrower’s assets or property in the aggregate with respect to all such locations for which an Access Agreement is not obtained and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related theretothereto or a reasonable extension thereof; (b) liquidate or dissolve; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of Agent and the Lenders; (d) add fail to deliver within sixty (60) days (or such longer time as approved by Agent) notice of the addition of any new offices or business locations, or enter into of any new leases with respect to existing offices or business locations without first delivering locations, and a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 ten (10) Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent); (ii) change its organizational structure or type; (iii) change its legal name; or (iv) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Thousand Dollars [***] ($500,000[***]) in Borrower’s assets or property and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that a Subsidiary that is not a Credit Party may liquidate or dissolve in the Ordinary Course of Business so long as such Subsidiary distributes its assets to a Credit Party upon such liquidation or dissolution; (c) [reserved], or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in cash in full of the Obligations or (y) the consent of the Agent and the Required Lenders; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent except in accordance with Section 4.2(j), (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent); (ii1) change its organizational structure or type; (iii2) change its legal name; or (iv3) change any organizational number (if any) assigned by its jurisdiction of organization; or (4) change its jurisdiction of organization; provided that in no event shall any Borrower or Credit Party (other than a Restricted Foreign Subsidiary) change its jurisdiction of organization to any jurisdiction other than the United States or any state thereof without Agent’s prior written consent. Notwithstanding the foregoing foregoing, in the case of subpart (d) abovepreceding, provided that the applicable lease or license agreement, or applicable law, does do not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Fifty Thousand Dollars ($500,00050,000) in Borrower’s assets or property and not containing Borrower’s Books that cannot be accessed from another location that Agent has access to, and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books that cannot be accessed from another location that Agent has access to and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, in any business other than the businesses currently engaged in by Borrower, such Credit Party or such SubsidiaryBorrower and its Subsidiaries, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that dissolve (other than the liquidation of (1) a Subsidiary Credit Party that is not a Secured Guarantor (or Borrower) where all assets of such liquidating Credit Party may liquidate shall be contributed to its parent or dissolve (2) a Secured Guarantor only if its parent is a Secured Guarantor or Borrower and only if all assets of such Secured Guarantor are contributed to such parent, in the Ordinary Course of Business each case so long as (i) Borrower has provided Agent with prior written notice of such Subsidiary distributes its assets transaction, (ii) Borrower’s tangible net worth is not thereby reduced, (iii) no Event of Default has occurred and is 90315629_11 continuing prior thereto or arises as a result therefrom, and (iv) Borrower shall be in compliance with the covenants set forth in this Agreement both before and after giving effect to a Credit Party upon such liquidation or dissolutiontransaction); (c) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (xi) the indefeasible payment in full of the Obligations and the occurrence of the Term Credit Obligations Termination or (yii) the consent of the Agent and the Lenders; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) change its legal name; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization. Notwithstanding the foregoing foregoing, in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licenseepreceding, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Hundred Thousand Two Million Dollars ($500,0002,000,000) in Borrower’s assets or property and not containing Borrower’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of Borrower’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security AgreementBooks.

Changes in Business, Management, Ownership or Business Locations. (a) Engage in, or permit any of its Subsidiaries to engage in, in any business other than the businesses currently engaged in by Borrower, such Credit Party or such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided provided, however, that (x) a Subsidiary that is not a non-Credit Party Subsidiary may liquidate or dissolve in the Ordinary Course ordinary course of Business business so long as such non-Credit Party Subsidiary distributes its assets to a Credit Party upon such liquidation and (y) DARA Therapeutics may liquidate or dissolutiondissolve so long as it distributes its assets (if any) to Midatech US; (c) (i) have a change in Key Persons where a suitable permanent replacement, as approved by Parent’s board of directors, has not been named and hired by not later than ninety (90) days after such change, or (ii) enter into any transaction or series of related transactions which would result in a Change in Control unless the agreements with respect to such transactions provide for, as a condition precedent to the consummation thereof, either (x) the indefeasible payment in full of the Obligations or (y) the consent of Agent and the Lenders; (d) add any new offices or business locations, or enter into any new leases with respect to existing offices or business locations without first delivering a fully-executed Access Agreement to Agent (except as otherwise provided below); (e) without at least 10 Business Days’ prior written notice to Agent (i) change its jurisdiction of organization (provided that no Credit Party shall change its jurisdiction of organization to a new country without Agent’s consent)organization; (iif) change its organizational structure or type; (iiig) change its legal name; or (ivh) change any organizational number (if any) assigned by its jurisdiction of organization; provided that in no event shall any Credit Party change its jurisdiction of organization to any jurisdiction other than the United States or any state thereof, or England and Wales, without Agent’s prior written consent. Notwithstanding the foregoing in the case of subpart (d) above, provided that the applicable lease or license agreement, or applicable law, does not grant to the landlord or licensor any Lien upon intangible assets of the tenant or licensee, subpart (d) shall not restrict leases or licenses for (i) such new or existing offices or business locations containing less than Five Two Hundred Thousand Dollars ($500,000200,000) in Borrower’s the Credit Parties’ assets or property and not containing Borrowerany Credit Party’s Books and (ii) any new or existing business location constituting a warehouse, consignee or bailee location that does not contain any of BorrowerCredit Party’s Books and would not otherwise require an Access Agreement pursuant to the criteria set forth in Section 4.2(e). Midcap / MannKind / Credit and Security Agreement.