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 (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 Restricted Subsidiary of the Company 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 the proceeds of such Asset Sale Proceeds; and (c) third, if on the 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").

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.

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 the proceeds of such Asset Sale Proceeds; and/or (c) third, if on the 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”).