Common use of Limitation on Certain Asset Sales Clause in Contracts

Limitation on Certain Asset Sales. The Company shall not, and shall not permit any Subsidiary of the Company to, consummate an Asset Sale unless (i) the Company or such Subsidiary of the Company, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof on the date the Company or the Subsidiary of the Company (as applicable) entered into the agreement to consummate such Asset Sale (as determined in good faith by the Board, and evidenced by a resolution of the Board); (ii) not less than 75% of the consideration received by the Company or such Subsidiary of the Company, as the case may be, is in the form of cash or cash equivalents other than in the case where the Company is exchanging all or substantially all of the assets of one or more media properties operated by the Company (including by way of the transfer of capital stock) for all or substantially all of the assets (including by way of transfer of capital stock) constituting one or more media properties operated by another Person, provided that at least 75% of the consideration received by the Company in such exchange, other than the media properties, is in the form of cash or cash equivalents; and (iii) the proceeds of such Asset Sale received by the Company or such Subsidiary of the Company are applied first, to the extent the Company elects or is required, to prepay, repay or purchase debt under any then existing indebtedness of the Company or any Subsidiary of the Company within 180 days following the receipt of the proceeds of such Asset Sale and second, to the extent of the balance of the proceeds of such Asset Sale after application as described above, to the extent the Company elects, to make an investment in assets (including capital stock or other securities purchased in connection with the acquisition of capital stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or any Subsidiary of the Company as conducted at the time of such Asset Sale, provided that such investment occurs or the Company or any Subsidiary of the Company enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of the proceeds of such Asset Sale and the proceeds of such Asset Sale contractually committed are so applied within 360 days following the receipt of the proceeds of such Asset Sale.

Limitation on Certain Asset Sales. (a) The Company shall will not, and shall will not cause or permit any Subsidiary of the Company its Restricted Subsidiaries to, consummate an Asset Sale or series of related Asset Sales unless (i) the Company or such Subsidiary of the CompanyRestricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof on the date the Company or the Restricted Subsidiary of the Company (as applicable) entered into the agreement to consummate such Asset Sale (as determined in good faith by the BoardCompany’s Board of Directors, and evidenced by a resolution Board Resolution of the Boardsuch Board of Directors); (ii) not less than 75% of the consideration received by the Company or such Subsidiary of the Companyits Restricted Subsidiaries, as the case may be, is in the form of cash or cash equivalents Cash Equivalents other than in the case where the Company is exchanging all or substantially all of the assets of or one or more media properties operated by the Company (including by way of the transfer of capital stock) for all or substantially all of the assets (including by way of the transfer of capital stock) constituting one or more media properties operated by another Person, provided that at least 75% of the consideration received by the Company (50% with respect to Emerging Market Subsidiaries) in such exchange, other than the media properties, is in the form of cash or cash equivalentsCash Equivalents; and (iii) the proceeds of such Asset Sale Proceeds received by the Company or such Restricted Subsidiary of the Company are applied applied, at its option, (a) first, to the extent the Company elects elects, or is required, to prepay, repay repay, reduce credit commitments, or purchase debt or cash collateralize Indebtedness under any then existing indebtedness Senior Debt of the Company or any Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company Company), in each case, within 180 270 days following the receipt of the proceeds of such Asset Sale and Proceeds from any Asset Sale; (b) second, to the extent of the balance of the proceeds of such Asset Sale Proceeds after application as described above, to the extent the Company elects, to make an investment in assets (including capital stock Capital Stock or other securities purchased in connection with the acquisition of capital stock Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or any Restricted Subsidiary of the Company as conducted at the time of such Asset Sale, provided that such investment Investment occurs or the Company or any a Restricted Subsidiary of the Company enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st 270th day following receipt of the proceeds of such Asset Sale Proceeds (the “Reinvestment Date”) and the proceeds of such Asset Sale Sales Proceeds contractually committed are so applied within 360 days following the receipt of such Asset Sale Proceeds; and/or (c) third, if on the proceeds Reinvestment Date with respect to any Asset Sale, the Available Asset Sale Proceeds exceed $10,000,000, the Company shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the Securities, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an “Excess Proceeds Offer”). (b) If the Company is required to make an Excess Proceeds Offer, the Company shall mail, within 30 days following the Reinvestment Date, a notice to the registered holders stating, among other things: (1) that such holders have the right to require the Company to apply the Available Asset Sale Proceeds to repurchase such Securities at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; (2) the purchase date (the “Purchase Date”), which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by the Company, that each holder must follow in order to have such Securities repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such Securities. The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement (the “Offer Period”). The notice, which shall govern the terms of the Excess Proceeds Offer, shall also state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.09 and the length of time the Excess Proceeds Offer will remain open; (2) the purchase price and the Purchase Date; (3) that any Security not tendered or accepted for payment will continue to accrue interest; (4) that any Security accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest on and after the Purchase Date; (5) that Holders electing to have a Security purchased pursuant to any Excess Proceeds Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; (6) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have the Security purchased; (7) that, if the aggregate principal amount of Securities surrendered by Holders exceeds the Available Asset SaleSale Proceeds, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $5,000, or integral multiples of $1,000, shall be purchased); and (8) that Holders whose Securities were purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (c) On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Securities or portions thereof tendered pursuant to the Excess Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Securities to be purchased and deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 4.09. The Paying Agent shall promptly (but in any case not later than 5 days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Security tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Security, and the Trustee shall authenticate and mail or make available for delivery such new Security to such Holder equal in principal amount to any unpurchased portion of the Security surrendered. Any Security not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Excess Proceeds Offer on the Purchase Date. If an Excess Proceeds Offer is not fully subscribed, the Company may retain that portion of the Available Asset Sale Proceeds not required to repurchase Securities. (d) Notwithstanding the foregoing: (i) the Company and any Restricted Subsidiary of the Company may, in the ordinary course of business, convey, sell, lease, transfer or otherwise dispose of assets and license brand names in the ordinary course of business; (ii) the Company may convey, sell, lease, transfer or otherwise dispose of assets pursuant to and in accordance with Section 5.01; (iii) the Company and its Restricted Subsidiaries may (a) sell damaged, worn out or other obsolete property in the ordinary course of business or other property no longer necessary for the proper conduct of the business or (b) abandon such property if it cannot, through reasonable efforts, be sold; (iv) the Company and its Restricted Subsidiaries may consummate the Permitted Denver Disposition; and (v) the provisions of this Section 4.09 shall apply only with respect to the amount by which the aggregate Asset Sale Proceeds from all conveyances, sales, leases, transfers and other dispositions of assets by the Company and its Restricted Subsidiaries not otherwise permitted exceeds $10,000,000 in any fiscal year of the Company.

Limitation on Certain Asset Sales. The Company shall will not, and shall will not permit any Company Subsidiary of the Company to, consummate an Asset Sale unless (i) the Company or such Subsidiary of the CompanyCompany Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof on the date the Company or the Company Subsidiary of the Company (as applicable) entered into the agreement to consummate such Asset Sale (as determined in good faith by the BoardCompany’s Board of Directors, and evidenced by a resolution of the BoardBoard of Directors); (ii) not less than 75% of the consideration received by the Company or such Subsidiary of the CompanyCompany Subsidiary, as the case may be, is in the form of cash or cash equivalents other than in the case where the Company is exchanging all or substantially all of the assets of one or more media properties operated by the Company (including by way of the transfer of capital stock) for all or substantially all of the assets (including by way of transfer of capital stock) constituting one or more media properties operated by another Person, provided that at least 75% of the consideration received by the Company in such exchange, other than the media properties, is in the form of cash or cash equivalents; and (iii) the proceeds of such Asset Sale received by the Company or such Company Subsidiary of the Company are applied first, to the extent the Company elects or is required, to prepay, repay or purchase debt under any then existing indebtedness of the Company or any Company Subsidiary of the Company within 180 days following the receipt of the proceeds of such Asset Sale and second, to the extent of the balance of the proceeds of such Asset Sale after application as described above, to the extent the Company elects, to make an investment Investment in assets (including capital stock or other securities purchased in connection with the acquisition of capital stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or any Company Subsidiary of the Company as conducted at the time of such Asset Sale, provided that such investment occurs or the Company or any Company Subsidiary of the Company enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of the proceeds of such Asset Sale and the proceeds of such Asset Sale contractually committed are so applied within 360 days following the receipt of the proceeds of such Asset Sale.

Limitation on Certain Asset Sales. The Company shall will not, and shall will not permit any Company Subsidiary of the Company to, consummate an Asset Sale unless (i) the Company or such Subsidiary of the CompanyCompany Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof on the date the Company or the Company Subsidiary of the Company (as applicable) entered into the agreement to consummate such Asset Sale (as determined in good faith by the BoardCompany's Board of Directors, and evidenced by a resolution of the BoardBoard of Directors); (ii) not less than 75% of the consideration received by the Company or such Subsidiary of the CompanyCompany Subsidiary, as the case may be, is in the form of cash or cash equivalents other than in the case where the Company is exchanging all or substantially all of the assets of one or more media properties operated by the Company (including by way of the transfer of capital stock) for all or substantially all of the assets (including by way of transfer of capital stock) constituting one or more media properties operated by another Person, provided that at least 75% of the consideration received by the Company in such exchange, other than the media properties, is in the form of cash or cash equivalents; and (iii) the proceeds of such Asset Sale received by the Company or such Company Subsidiary of the Company are applied first, to the extent the Company elects or is required, to prepay, repay or purchase debt under any then existing indebtedness of the Company or any Company Subsidiary of the Company within 180 days following the receipt of the proceeds of such Asset Sale and second, to the extent of the balance of the proceeds of such Asset Sale after application as described above, to the extent the Company elects, to make an investment Investment in assets (including capital stock or other securities purchased in connection with the acquisition of capital stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company or any Company Subsidiary of the Company as conducted at the time of such Asset Sale, provided that such investment occurs or the Company or any Company Subsidiary of the Company enters into contractual commitments to make such investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 181st day following receipt of the proceeds of such Asset Sale and the proceeds of such Asset Sale contractually committed are so applied within 360 days following the receipt of the proceeds of such Asset Sale.