Common use of Consolidation, Merger or Disposition of Assets; Acquisitions Clause in Contracts

Consolidation, Merger or Disposition of Assets; Acquisitions. The Company will not, and will not permit any of its Subsidiaries to, enter into any transaction of merger, amalgamation or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, license, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of the business or Property (tangible or intangible, including any Intellectual Property or License Agreement) of the Company or any such Subsidiary, whether now owned or hereafter acquired, or acquire by purchase or otherwise any of the outstanding Capital Stock of, or all or any substantial part of the business, operating assets and Property of, any Person, except that (i) the Company and its Subsidiaries may in the ordinary course of business sell Inventory owned by them, (ii) any Wholly-owned Subsidiary of the Company may merge or consolidate with or into, or be dissolved or liquidated into, the Company or any other Wholly-owned Subsidiary of the Company so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation, (iii) any Wholly-owned Subsidiary of the Company may sell, lease or otherwise dispose of all or any part of its assets to the Company or to any other Wholly-owned Subsidiary of the Company, (iv) the Company and its Subsidiaries may sell or otherwise dispose of Property having a net book value at the time of such sale of disposition of not more than $100,000, provided that the aggregate net book value of all Property sold or disposed of pursuant to this clause (iv) shall not exceed $500,000, (v) asset acquisitions by the Company or any of its Subsidiaries, for cash consideration of not more than $250,000 in the aggregate after the Closing Date so long as no Indebtedness or other liabilities (other than trade payables arising in the ordinary course of business) are assumed or incurred by the Company or any of its Subsidiaries in connection with such acquisition. 56

Consolidation, Merger or Disposition of Assets; Acquisitions. The Company will not, and will not permit any of its Subsidiaries to, enter into any transaction of merger, amalgamation or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, license, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of the business or Property (tangible or intangible, including any Intellectual Property or License Agreement) of the Company or any such Subsidiary, whether now owned or hereafter acquired, or acquire by purchase or otherwise any of the outstanding Capital Stock of, or all or any substantial part of the business, operating assets and Property of, any Person, except that (i) the Company and its Subsidiaries may in the ordinary course of business sell Inventory owned by them, (ii) any Wholly-owned Subsidiary of the Company may merge or consolidate with or into, or be dissolved or liquidated into, the Company or any other Wholly-owned Subsidiary of the Company so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation, (iii) any Wholly-owned Subsidiary of the Company may sell, lease or otherwise dispose of all or any part of its assets to the Company or to any other Wholly-owned Subsidiary of the Company, (iv) the Company and its Subsidiaries may sell or otherwise dispose of Property having a net book value at the time of such sale of disposition of not more than $100,000, provided that the aggregate net book value of all Property sold or disposed of pursuant to this clause (iv) shall not exceed $500,000, (v) asset acquisitions by the Company or any of its Subsidiaries, for cash consideration of not more than $250,000 in the aggregate after the Closing Date so long as no Indebtedness or other liabilities (other than trade payables arising in the ordinary course of business) are assumed or incurred by the Company or any of its Subsidiaries in connection with such acquisition. 56.

Consolidation, Merger or Disposition of Assets; Acquisitions. The Company Neither Issuer will, or will not, and will not permit any of its Subsidiaries to, enter into any transaction of merger, amalgamation merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, license, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of the business business, Property or Property (tangible or intangible, including any Intellectual Property or License Agreement) intangible assets of the Company such Issuer or any such Subsidiary, whether now owned or hereafter acquired, or acquire by purchase or otherwise any of the outstanding Capital Stock of, or all or any substantial part 63 63 substantially all of the business, operating Property or assets and Property of, or assets constituting a business unit of, any Person, except that (i) any Wholly-owned Subsidiary of an Issuer may merge or consolidate with or into an Issuer or any other Wholly- owned Subsidiary of an Issuer so long as in any merger or consolidation involving an Issuer, such Issuer shall be the Company and its Subsidiaries may in the ordinary course of business sell Inventory owned by themsurviving or continuing corporation, (ii) any Wholly-owned Subsidiary of the Company may merge or consolidate with or into, or be dissolved or liquidated into, the Company or any other Wholly-owned Subsidiary of the Company so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation, (iii) any Wholly-owned Subsidiary of the Company an Issuer may sell, lease or otherwise dispose of all or any part of its assets to the Company an Issuer or to any other Wholly-owned Subsidiary of an Issuer, (iii) the CompanyIssuers and their Subsidiaries may in the ordinary course of business sell Inventory owned by them, and (iv) the Company Issuers and its Subsidiaries may sell or otherwise dispose of the Excess Property having a net book value at and slot machines constituting Sale Slot Machines for such fiscal year, and other assets other than in the time ordinary course of such sale of disposition of not more than $100,000business, provided that (x) the aggregate net book value of all Property the assets sold or disposed of pursuant to this clause (iv) (other than the Excess Property and the Sale Slot Machines) shall not exceed $500,000100,000 during any period of twelve consecutive months, (vy) asset acquisitions by the Company or any Purchaser and/or the Agent will execute and deliver such releases and termination statements in respect of its Subsidiaries, for cash consideration of not more than $250,000 Liens in the aggregate after assets being sold or disposed of pursuant to this clause (iv) as the Closing Date so long Issuers shall reasonably request and (z) all of the Net Cash Proceeds of such sale of assets shall be applied to the prepayment of the Notes or, with respect to the Sale Slot Machines, the acquisition of replacement slot machines, as no Indebtedness or other liabilities (other than trade payables arising set forth in the ordinary course of business) are assumed or incurred by the Company or any of its Subsidiaries in connection with such acquisition. 56Section 3.1.