Common use of Limitation on Acquisitions Clause in Contracts

Limitation on Acquisitions. Purchase or enter into any agreement -------------------------- (including letters of intent other than letters of intent that do not provide for a deposit or payment by the Borrower or any Restricted Subsidiary of more than $20,000 individually or $100,000 in the aggregate at any time for all such letters of intent then in effect) to purchase or option to purchase any stock, bonds, notes, debentures or other securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of a radio broadcasting station of, or a business unit of, any Person (collectively, "Acquisitions") without the prior written consent of the Majority Lenders; ------------- provided, however, that: (a) the Borrower may enter into purchase contracts for -------- (i) the WDYL Acquisition on the terms set out in the in the Second Amendment to Credit Agreement and Limited Waiver among the Lenders and the Borrower dated February 9, 1999, (iii) the WFUN Acquisition on the terms set out in the Limited Waiver among the Lenders and the Borrower dated November 23, 1998, (iv) the WKJS Acquisition and the WSOJ Acquisition on the terms described in Schedule 8.7, and (v) the XXXX ------------ Acquisition on the terms set out in the Limited Waiver among the Lenders and the Borrower (the foregoing permissions being limited to the entering into such contracts and the payment of xxxxxxx money deposits, but not extending to the Borrower's closing of any such Acquisition), provided in the case of the XXXX -------- Acquisition that the terms and provisions of the related Asset Purchase Agreement, escrow deposit agreement and related documentation are satisfactory in form and substance to the Administrative Agent and the Lenders; (b) the Borrower may consummate the Atlanta Acquisition and the Dogwood Acquisition, and (c) so long as (i) no Default or Event of Default shall have occurred and be continuing either immediately before or immediately after such Acquisition, (ii) the Borrower has closed or is closing concurrently with such Acquisition its initial Public Equity Offering and received net cash proceeds therefrom in an amount not less than $50,000,000 (excluding any amounts expended out of the proceeds of such Offering used to repurchase the Senior Preferred Stock and the Warrants referred to in clause (iii) below) and (iii) all of the Senior Preferred Stock and accrued dividends thereon outstanding on the Initial Effective Date shall have been repurchased or is being repurchased concurrently with such Acquisition and all of the Warrants outstanding on the Initial Effective Date shall have been exercised for common stock of the Borrower pursuant to the terms and provisions of the Warrant Certificates as in effect on the Initial Effective Date:

Limitation on Acquisitions. Purchase or enter into Make any agreement -------------------------- (including letters of intent Acquisition other than letters a non-hostile Acquisition (a "Permitted Acquisition"); provided; however, that in the case of intent that do not provide for a deposit or payment by each such Permitted Acquisition, (i) the Borrower making such Permitted Acquisition is the surviving entity, (ii) the business to be acquired is predominantly in such Borrower's existing lines of business or any Restricted Subsidiary of more than $20,000 individually or $100,000 businesses reasonably related thereto and located predominantly in the aggregate at any time for all such letters of intent then in effectUnited States, (iii) to purchase or option to purchase any stock, bonds, notes, debentures or other securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of a radio broadcasting station of, or a business unit of, any Person (collectively, "Acquisitions") without Borrower shall have obtained the prior written consent of the Majority Lenders; ------------- providedRequired Lenders for any Permitted Acquisition, however, that: (a) the Borrower may enter into purchase contracts for -------- (i) the WDYL Acquisition on the terms set out in the in the Second Amendment to Credit Agreement and Limited Waiver among the Lenders and the Borrower dated February 9, 1999, (iii) the WFUN Acquisition on the terms set out in the Limited Waiver among the Lenders and the Borrower dated November 23, 1998cash portion of which total consideration exceeds $5,000,000, (iv) the WKJS cash portion of any Permitted Acquisition and the WSOJ Acquisition on the terms described in Schedule 8.7may not exceed $10,000,000, and (v) the XXXX ------------ Acquisition on business to be acquired has achieved net income before interest and taxes of not less than One Dollar ($1.00) for the terms set out in immediately preceding fiscal year, (vi) at the Limited Waiver among the Lenders time of, and the Borrower (the foregoing permissions being limited to the entering into such contracts and the payment of xxxxxxx money depositsafter giving effect to, but not extending to the Borrower's closing of any such Acquisition), provided in the case of the XXXX -------- Acquisition that the terms and provisions of the related Asset Purchase Agreement, escrow deposit agreement and related documentation are satisfactory in form and substance to the Administrative Agent and the Lenders; (b) the Borrower may consummate the Atlanta Acquisition and the Dogwood Permitted Acquisition, and (c) so long as (ix) no Default or Event of Default shall have has occurred and be an is continuing either immediately before or immediately after such Acquisition, (ii) the Borrower has closed or is closing concurrently with such Acquisition its initial Public Equity Offering and received net cash proceeds therefrom in an amount not less than $50,000,000 (excluding any amounts expended out of the proceeds of such Offering used to repurchase the Senior Preferred Stock and the Warrants referred to in clause (iii) below) and (iiiy) Newco, on a consolidated basis, shall be in compliance with all of the Senior Preferred Stock financial covenants contained in Section 6 of this Agreement and accrued dividends thereon outstanding the Borrowers shall provide evidence of such compliance on a pro forma basis in the Initial Effective Date shall have been repurchased or is being repurchased concurrently with such Acquisition case of a Permitted Acquisition, and all of the Warrants outstanding on the Initial Effective Date shall have been exercised for common stock (vii) each new Subsidiary of the Borrower pursuant to acquired through a Permitted Acquisition shall become a Guarantor under this Agreement. For purposes of this Section 6.16, "cash portion" shall mean the terms and provisions sum of (x) the amount in Dollars actually paid by such Borrower upon the closing of the Warrant Certificates as Permitted Acquisition and (y) the aggregate amount of Indebtedness assumed by such Borrower in effect on connection with the Initial Effective Date:Permitted Acquisition.

Limitation on Acquisitions. Purchase or enter into any agreement -------------------------- (including letters The Borrower will not, and will cause each of intent other than letters of intent that do its Restricted Subsidiaries not provide for a deposit or payment by the Borrower or any Restricted Subsidiary of more than $20,000 individually or $100,000 in the aggregate at any time for all such letters of intent then in effect) to purchase or option to to, purchase any stockEquity Interests, bonds, notes, debentures or other securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of a radio broadcasting station of, or a business unit of, any Person (other than the Borrower or a Person that is currently a Restricted Subsidiary) (collectively, "“Acquisitions"”) without the prior written consent of the Majority Lenders; ------------- provided, however, that: (a) the Borrower may enter into purchase contracts for -------- (i) the WDYL Acquisition on the terms set out Required Lenders except Acquisitions of assets to be utilized in the in the Second Amendment to Credit Agreement and Limited Waiver among the Lenders and the Borrower dated February 9, 1999, (iii) the WFUN Acquisition on the terms set out in the Limited Waiver among the Lenders and the Borrower dated November 23, 1998, (iv) the WKJS Acquisition and the WSOJ Acquisition on the terms described in Schedule 8.7, and (v) the XXXX ------------ Acquisition on the terms set out in the Limited Waiver among the Lenders and the Borrower (the foregoing permissions being limited to the entering into such contracts and the payment connection with a Permitted Line of xxxxxxx money deposits, but not extending to the Borrower's closing of any such Acquisition), provided in the case of the XXXX -------- Acquisition that the terms and provisions of the related Asset Purchase Agreement, escrow deposit agreement and related documentation are satisfactory in form and substance to the Administrative Agent and the Lenders; (b) the Borrower may consummate the Atlanta Acquisition and the Dogwood Acquisition, and (c) Business so long as (ia) no Default or Event of Default shall have occurred and be continuing either immediately before or immediately would result therefrom and (b) (i) with respect to Acquisitions with a purchase price less than $50,000,000, the Borrower shall have delivered to the Administrative Agent at least 5 days prior to the consummation of such Acquisition (or such lesser time as acceptable to the Administrative Agent) a Compliance Certificate demonstrating pro-forma compliance after such giving effect to the Acquisition, and (ii) with respect to Acquisitions with a purchase price equal to or more than $50,000,000, the Borrower has closed or is closing concurrently with shall have delivered to the Administrative Agent at least 5 days prior to the consummation of such Acquisition its initial Public Equity Offering and received net cash proceeds therefrom in (or such lesser time as acceptable to the Administrative Agent) an amount not less than $50,000,000 (excluding any amounts expended out of the proceeds of such Offering used to repurchase the Senior Preferred Stock and the Warrants referred to in clause (iii) below) and (iii) all of the Senior Preferred Stock and accrued dividends thereon outstanding Acquisition report signed on the Initial Effective Date shall have been repurchased or is being repurchased concurrently with such Acquisition and all of the Warrants outstanding on the Initial Effective Date shall have been exercised for common stock behalf of the Borrower pursuant by the President, a Vice President or a Financial Officer of the Borrower in form and substance satisfactory to the terms and provisions Administrative Agent, together with a Compliance Certificate evidencing pro-forma compliance after giving effect to such Permitted Acquisition for a period of one year, together with supporting projections with respect thereto. (The transactions described above or otherwise permitted by the Warrant Certificates Required Lenders being herein referred to collectively as in effect on the Initial Effective Date:“Permitted Acquisitions”).

Limitation on Acquisitions. Purchase or enter into Make any agreement -------------------------- (including letters of intent Acquisition other than letters of intent that do not provide for a deposit or payment by the Borrower or any Restricted Subsidiary of more than $20,000 individually or $100,000 in the aggregate at any time for all such letters of intent then in effect) to purchase or option to purchase any stock, bonds, notes, debentures or other securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of non-hostile Acquisition (a radio broadcasting station of, or a business unit of, any Person (collectively, "AcquisitionsPermitted Acquisition") without the prior written consent of the Majority Lenders); ------------- provided, however, that: (a) that in the Borrower may enter into purchase contracts for -------- case of each such Permitted Acquisition, (i) the WDYL Acquisition on Borrower is the terms set out surviving entity, (ii) the business to be acquired is predominantly in the Borrower's existing lines of business or businesses reasonably related thereto and located predominantly in the Second Amendment to Credit Agreement and Limited Waiver among the Lenders and United States or the Borrower dated February 9, 1999has the consent of the Required Lenders if such line of business is unrelated to Borrower's line of business, (iii) the WFUN cash portion of any Permitted Acquisition on may not exceed $25,000,000 without the terms set out in consent of the Limited Waiver among the Lenders and the Borrower dated November 23, 1998Required Lenders, (iv) the WKJS Acquisition and business to be acquired has achieved operating income of not less than One Dollar ($1.00) for the WSOJ Acquisition on the terms described in Schedule 8.7immediately preceding fiscal year, and (v) at the XXXX ------------ Acquisition on the terms set out in the Limited Waiver among the Lenders time of and the Borrower (the foregoing permissions being limited after giving effect to the entering into such contracts and the payment of xxxxxxx money deposits, but not extending to the Borrower's closing of any such Acquisition), provided in the case of the XXXX -------- Acquisition that the terms and provisions of the related Asset Purchase Agreement, escrow deposit agreement and related documentation are satisfactory in form and substance to the Administrative Agent and the Lenders; (b) the Borrower may consummate the Atlanta Acquisition and the Dogwood Permitted Acquisition, and (c) so long as (ix) no Default or Event of Default shall have has occurred and be is continuing either immediately before or immediately after such Acquisition, and (iiy) the Borrower has closed or is closing concurrently Parent and its consolidated Subsidiaries shall be in compliance with such Acquisition its initial Public Equity Offering and received net cash proceeds therefrom in an amount not less than $50,000,000 (excluding any amounts expended out of the proceeds of such Offering used to repurchase the Senior Preferred Stock and the Warrants referred to in clause (iii) below) and (iii) all of the Senior Preferred Stock financial covenants contained in Section 6 of this Agreement and accrued dividends thereon outstanding the Borrower shall provide evidence of such compliance on a pro forma basis in the Initial Effective Date shall have been repurchased case of a Permitted Acquisition having a purchase price (including the deferred or is being repurchased concurrently with contingent portion of such Acquisition purchase price) greater than $5,000,000, and all of the Warrants outstanding on the Initial Effective Date shall have been exercised for common stock (vi) each new Subsidiary of the Borrower pursuant to the terms and provisions of the Warrant Certificates as in effect on the Initial Effective Date:acquired through a Permitted Acquisition shall become a Guarantor under this Agreement.