Common use of Asset Sales; Stock Issuances Clause in Contracts

Asset Sales; Stock Issuances. No Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, except for the following: (a) Sales or licensing by the Loan Parties of inventory in the ordinary course of their businesses (excluding sales of inventory by any Loan Party, directly or indirectly, to another Loan Party); (b) Sales by the Loan Parties of damaged, worn or obsolete equipment in the ordinary course of their businesses for not less than fair market value; (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment and (ii) any Restricted Payment by any Group Member permitted pursuant to Section 7.5; (d) In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, Sales of Cash Equivalents if the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (e) [reserved]; and (f) Sales or other dispositions by the Loan Parties of all or a portion of the assets included in the Library Value to a non-Affiliate third party for cash; provided that: (i) no Default has occurred and is continuing on the date of, or would result after giving effect to, any such sale or other disposition (actually and on a pro forma basis); (ii) the Revolving Borrowing Base reported in the most recently delivered Revolving Borrowing Base Certificate as of the date of any such sale or other disposition exceeds, and would exceed after giving effect to any such sale or other disposition, the aggregate amount of Revolving Exposures outstanding as of the date of any such sale or other disposition; and (iii) the Borrower notifies the Administrative Agent of any such sale or other disposition; provided that, notwithstanding anything to the contrary herein, from and after the Second Amendment and Restatement Effective Date, no Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, that has generated, individually or in the aggregate, in excess of 25% of net cash revenues in the 12-month period most recently ended as of the date of any such Sale, lease, charter, conveyance, transfer or other disposition.

Asset Sales; Stock Issuances. No Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of Group Member shall Sell any of its assets property (other than cash) or property, whether now owned or hereafter acquiredissue any shares of its own Stock, except for the following: (a) Sales or licensing by In each case to the Loan Parties of inventory extent entered into in the ordinary course of their businesses business and made to a Person that is not an Affiliate of the Borrower, (excluding sales i) Sales of Cash Equivalents, inventory by any Loan Party, directly or indirectly, to another Loan Party)property that has become obsolete or worn out and (ii) non-exclusive licenses of Intellectual Property; (b) Sales by the Loan Parties a true lease or sublease of damaged, worn or obsolete equipment in the ordinary course real property not constituting Indebtedness and not entered into as part of their businesses for not less than fair market valuea Sale and Leaseback Transaction; (c) (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment and (ii) any Restricted Payment by any Group Member permitted pursuant to Section 7.58.5; (d) In each case (i) any Sale or issuance by the Borrower of its own Stock to Holdings, provided, that it shall be a condition to the extent entered into in Sale or issuance of such Stock that such Stock be pledged to the ordinary course of business and made to a Person that is not an Affiliate Collateral Agent, for the benefit of the BorrowerSecured Parties, Sales to secure the Secured Obligations and (ii) any Sale or issuance by any Subsidiary of Cash Equivalents if the proceeds Borrower of its own Stock to any Group Member, provided, however, that the proportion of such sale Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties, taken as a whole, does not change as a result of such Sale or other disposition are retained as working capital with such Loan Party;issuance; and (e) [reserved]any Sale of Installed Digital Systems to an Approved Exhibitor in connection with the exercise by such Approved Exhibitor of its buyout option under the applicable Exhibitor Agreement; and provided, however, that the aggregate number of Installed Digital Systems sold pursuant to this clause (fe) Sales or other dispositions by the Loan Parties of all or a portion shall not exceed 10% of the assets included in the Library Value to a non-Affiliate third party for cash; provided that: (i) no Default has occurred and is continuing on the date of, or would result after giving effect to, any such sale or other disposition (actually and on a pro forma basis); (ii) the Revolving Borrowing Base reported in the most recently delivered Revolving Borrowing Base Certificate aggregate number of Installed Digital Systems as of the date of any such sale or other disposition exceeds, and would exceed after giving effect to any such sale or other disposition, the aggregate amount of Revolving Exposures outstanding as of the date of any such sale or other disposition; and (iii) the Borrower notifies the Administrative Agent of any such sale or other disposition; provided that, notwithstanding anything to the contrary herein, from and after the Second Amendment and Restatement Effective Date, no Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, that has generated, individually or in the aggregate, in excess of 25% of net cash revenues in the 12-month period most recently ended as of the date of any such Sale, lease, charter, conveyance, transfer or other disposition.

Asset Sales; Stock Issuances. No Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, except for the following: (a) Sales or licensing by the Loan Parties of inventory in the ordinary course of their businesses (excluding sales of inventory by any Loan Party, directly or indirectly, to another Loan Party); (b) Sales by the Loan Parties of damaged, worn or obsolete equipment in the ordinary course of their businesses for not less than fair market value; (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment and (ii) any Restricted Payment by any Group Member permitted pursuant to Section 7.5; (d) In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, Sales of Cash Equivalents if the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (e) [reserved]any Permitted Software Disposition; and (f) Sales or other dispositions by the Loan Parties of all or a portion of the assets included in the Library Value to a non-Affiliate third party for cash; provided that: (i) no Default has occurred and is continuing on the date of, or would result after giving effect to, any such sale or other disposition (actually and on a pro forma basis); (ii) the Revolving Borrowing Base reported in the most recently delivered Revolving Borrowing Base Certificate as of the date of any such sale or other disposition exceeds, and would exceed after giving effect to any such sale or other disposition, the aggregate amount of Revolving Exposures outstanding as of the date of any such sale or other disposition; and (iii) the Borrower notifies the Administrative Agent of any such sale or other disposition; provided that, notwithstanding anything to the contrary herein, from and after the Second Amendment and Restatement Effective Date, no Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, that has generated, individually or in the aggregate, in excess of 25% of net cash revenues in the 12-month period most recently ended as of the date of any such Sale, lease, charter, conveyance, transfer or other disposition.

Asset Sales; Stock Issuances. No Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, except for the following: (a) Sales or licensing by the Loan Parties of inventory in the ordinary course of their businesses (excluding sales of inventory by any Loan Party, directly or indirectly, to another Loan Party); (b) Sales by the Loan Parties of damaged, worn or obsolete equipment in the ordinary course of their businesses for not less than fair market value; (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment and (ii) any Restricted Payment by any Group Member permitted pursuant to Section 7.56.5; (d) In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, Sales of Cash Equivalents if the proceeds of such sale or other disposition are retained as working capital with such Loan Party; (e) [reserved]; and (fe) Sales or other dispositions by the Loan Parties of all or a portion of the assets included in the Library Value to a non-Affiliate third party for cash; provided that: (i) no Default has occurred and is continuing on the date of, or would result after giving effect to, any such sale or other disposition (actually and on a pro forma basis); (ii) the Revolving Borrowing Base reported in the most recently delivered Revolving Borrowing Base Certificate as of the date of any such sale or other disposition exceeds, and would exceed after giving effect to any such sale or other disposition, the aggregate amount of Revolving Exposures outstanding as of the date of any such sale or other disposition; and (iii) the Borrower notifies the Administrative Agent of any such sale or other disposition; provided thatprovided, however, that notwithstanding anything to the contrary herein, from and after the Second Amendment and Restatement Effective Execution Date, no Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, that has generated, individually or in the aggregate, in excess of 25% of net cash revenues in the 12-month period most recently ended as of the date of any such Sale, lease, charter, conveyance, transfer or other disposition.

Asset Sales; Stock Issuances. No Loan Party shall(a) The Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, Sell, leaseor enter into any agreement to Sell, charterthe Borrower’s or such other Person’s assets to any Person in one transaction or a series of transactions, convey, transfer or otherwise dispose (including via issue any Sale and Leaseback Transaction) of any shares of its assets or property, whether now owned or hereafter acquiredown Stock, except for the following: (a) Sales or licensing by the Loan Parties of inventory in the ordinary course of their businesses (excluding sales of inventory by any Loan Party, directly or indirectly, to another Loan Party); (b) Sales by the Loan Parties of damaged, worn or obsolete equipment in the ordinary course of their businesses for not less than fair market value; (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment and (ii) any Restricted Payment by any Group Member permitted pursuant to Section 7.5; (d) In in each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, (x) Sales of cash, Cash Equivalents if the proceeds Equivalents, inventory or property that has become obsolete or worn out, (y) non-exclusive licenses of such sale Intellectual Property and (z) exchanges of Digital Systems, or other disposition are retained as working capital components thereof, in connection with such Loan Partysystem upgrades; (eii) [reserved]; anda true lease or sublease of Real Property not constituting Indebtedness and not entered into as part of a Sale and Leaseback Transaction; (fiii) Sales (x) any Sale of any property (other than their own Stock or Stock Equivalents) by any such Person to any other dispositions such Person to the extent any resulting Investment constitutes a Permitted Investment and (y) any Restricted Payment by any such Person permitted pursuant to Section 8.06; (iv) any Sale or issuance by any Subsidiary of Access of its own Stock to any Loan Party, provided, however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties Parties, taken as a whole, does not change as a result of all such Sale or a portion issuance; (v) any Sale of Phase I Installed Digital Systems to an Approved Exhibitor in connection with the exercise by such Approved Exhibitor of its buyout option under the applicable Exhibitor Agreement; provided, however, that the aggregate number of Phase I Installed Digital Systems sold pursuant to this clause (a)(v) shall not exceed ten percent (10%) of the assets included in the Library Value to a non-Affiliate third party for cash; provided that: (i) no Default has occurred and is continuing on the date of, or would result after giving effect to, any such sale or other disposition (actually and on a pro forma basis); (ii) the Revolving Borrowing Base reported in the most recently delivered Revolving Borrowing Base Certificate aggregate number of Phase I Installed Digital Systems as of the date of such Sale; and (vi) any Sale or issuance by the Borrower of its own Stock or Stock Equivalents to the extent not resulting in a Change of Control and subject to the express limitations set forth in the definition thereof; provided that it shall be a condition to the issuance or a Sale of any such sale Stock or other disposition exceedsStock Equivalents that such Stock or Stock Equivalents be pledged to the Collateral Agent, for the benefit of the Secured Parties, to secure the Obligations. (b) Access Phase 2 will not, and would exceed after giving effect will not permit any of its Subsidiaries to, Sell, or enter into any agreement to Sell, Xxxxxx Xxxxx 0’s or such other Person’s assets to any Person in one transaction or a series of transactions, except for the following: (i) in each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of such sale Person: (x) Sales of Cash Equivalents, Inventory or property that has become obsolete or worn out and (y) non-exclusive licenses of Intellectual Property; (ii) a true lease or sublease of Real Property not constituting Indebtedness and not entered into as part of a Sale and Leaseback Transaction; (iii) any Sale of any property (other dispositionthan their own Stock or Stock Equivalents) by any such Person to any other such Person to the extent any resulting Investment constitutes (x) a Permitted Investment and (y) any Restricted Payment by any such Person permitted pursuant to Section 8.06; (iv) (x) to the extent not resulting in a Change of Control and subject to the express limitations set forth in the definition thereof, any Sale or issuance by CDF2 of its own Stock to CDF2 Holdings to the extent permitted in the CDF2 Credit Agreement, and (y) to the extent not resulting in a Change of Control and subject to the express limitations set forth in the definition thereof, any Sale or issuance by any Subsidiary of CDF2 of its own Stock to any Phase II Group Member, provided, however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the “Loan Parties” (as defined in the CDF2 Credit Agreement), taken as a whole, does not change as a result of such Sale or issuance; and (v) any Sale of Phase II Installed Digital Systems to an Approved Exhibitor in connection with the exercise by such Approved Exhibitor of its buyout option under the applicable Phase II Exhibitor Agreement; provided, however, that the aggregate amount number of Revolving Exposures outstanding Phase II Installed Digital Systems sold pursuant to this clause (b)(v) shall not exceed 10% of the aggregate number of Phase II Installed Digital Systems as of the date of any such sale or other disposition; and (iii) the Borrower notifies the Administrative Agent of any such sale or other disposition; provided that, notwithstanding anything to the contrary herein, from and after the Second Amendment and Restatement Effective Date, no Loan Party shall, directly or indirectly, Sell, lease, charter, convey, transfer or otherwise dispose (including via any Sale and Leaseback Transaction) of any of its assets or property, whether now owned or hereafter acquired, that has generated, individually or in the aggregate, in excess of 25% of net cash revenues in the 12-month period most recently ended as of the date of any such Sale, lease, charter, conveyance, transfer or other disposition.