Common use of Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business Clause in Contracts

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into any merger or consolidation; (ii) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangement; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Term, (y) after giving effect to any such payment, Borrower shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing or would be caused thereby. Borrower shall promptly notify Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stock. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower No Credit Party shall not (i) enter into any merger or consolidationconsolidation pursuant to a Permitted Acquisition unless the Credit Party is the surviving entity; (ii) change the its state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s its state of organization organization; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangementbusiness; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such PersonPerson other than pursuant to a Permitted Acquisition or the Target Acquisition; or (v) enter into any other transaction outside the ordinary course of Borrowersuch Credit Party’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject interest. No Credit Party will, and each Credit Party will not permit any other Credit Party, to transfer any limitations set forth in clause (B) assets of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Term, (y) after giving effect a Credit Party to any such payment, Borrower an Inactive Subsidiary. No Credit Party shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing or would be caused thereby. Borrower shall promptly notify Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stock. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other PersonPerson and no Credit Party shall form any Subsidiary after the date hereof unless (a) such Subsidiary is organized under the laws of a State of the United States of America, (b) such Subsidiary executes a joinder and assumption agreement as a Credit Party and becomes a party to this Agreement and Other Agreements as Agent shall determine in its Permitted Discretion, (c) the equity interests of such Subsidiary are pledged to Agent, for its benefit and the benefit of the Lenders, (d) Agent receives such documents and information as Agent deems necessary or desirable in its Permitted Discretion to evidence the validity and enforceability of this Agreement and the Other Agreements against such Person and the perfection of the liens and security interests in favor of Agent, for itself and for the benefit of the Lenders, on the assets of such Credit Party, and (e) such Subsidiary has been formed pursuant to a Permitted Acquisition.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into any merger or consolidationconsolidation (except that Holdings or any Subsidiary which is solvent may merge with Borrower, so long as Borrower is the surviving entity of such merger); (ii) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization organization; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangementbusiness; or (iv) purchase the stockexcept as otherwise permitted herein, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of Borrower’s business, including, without limitation, acquisition of a Person or substantially all of its assets and any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Term, (y) after giving effect to any such payment, Borrower shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions interest; provided that so long as no Event of Default would occur as a result thereof, Borrower may issue shares of stock or other rights to receive or purchase any shares of any class of its stock; provided further, that (x) so long as no Event of Default has occurred and is then continuing or would be caused thereby. occur as a result thereof, (y) such redemption does not violate any applicable laws, and (z) after giving effect to such redemption, Borrower shall promptly notify Agent has Excess Availability of the filing at least $7,000,000.00, Borrower may redeem up to $4,500,000.00 of its Series A Preferred Stock on April 28, 2005, subject to any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stockextensions. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other PersonPerson unless such Subsidiary, joint venture or partnership executes and delivers to Agent, for the benefit of Agent and Lenders, a Continuing Unconditional Guaranty, Security Agreement, Uniform Commercial Code Financing Statement and such other documents as Agent may reasonably request granting a lien on the same assets of such Person as is described in Section 5 hereof.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not, and shall not permit any of its Subsidiaries to, (i) enter into any merger or consolidation; (ii) change the state jurisdiction of Borrowersuch Person’s organization or enter into any transaction which has the effect of changing Borrowersuch Person’s state jurisdiction of organization (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangement; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of Borrowersuch Person’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with such Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and ); (B) such Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 1,200,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Termyear, (y) after giving effect to any such payment, Borrower shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing exists at the time of such payment or would be caused thereby; and (C) the transactions contemplated pursuant to subsection 13(b)(v), (vi) and (vii). Borrower shall promptly notify Administrative Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s any Borrowers stock. Borrower shall not, and shall not permit any of its Subsidiaries to, form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall, nor shall not it permit any other Loan Party to (i) enter into any merger or consolidation; (ii) change the state jurisdiction of such Borrower’s organization or enter into any transaction which has the effect of changing such Borrower’s state jurisdiction of organization organization; (iii) sell, lease or otherwise dispose of any a material portion of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangementbusiness; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Term, (y) after giving effect to any such payment, interest. No Borrower shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing or would be caused thereby. Borrower shall promptly notify Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stock. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person; provided, however, that the Borrower may form Subsidiaries upon approval by Administrative Agent and such Subsidiary becomes party to this Agreement as a Loan Party pursuant to documentation in form and substance acceptable to the Administrative Agent. Notwithstanding the foregoing, the following transactions are permitted, (i) sales of Inventory in the ordinary course of business, (ii) any merger, consolidation, sale, transfer, conveyance, lease or assignment of or by (x) any Loan Party with or into any other Loan Party so long as a Borrower is the survivor if a party, or (y) any wholly-owned Subsidiary into a Borrower, (iii) sales and dispositions of worn-out or obsolete assets in an amount not to exceed $1,000,000 in the aggregate in any Fiscal Year or $2,500,000 in the aggregate during the term of this Agreement and (iv) the issuance of stock or other equity interest pursuant to the terms of the convertible debentures as in effect on the date hereof identified on Schedule 13.4.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower No Loan Party shall not (i) enter into any merger or consolidation, other than in connection with a Permitted Acquisition; (iiprovided, however, a Loan Party or any of its Subsidiaries may merge with another Loan Party so long as the Loan Party is the surviving entity,(ii) change the state of Borrower’s such Loan Party's organization or enter into any transaction which has the effect of changing Borrower’s such Loan Party's state of organization organization; (iii) sell, lease or otherwise dispose of any of its assets other than (X) in the ordinary course of business and sales business, (Y) assets that are obsolete or no longer useful in such Loan Party’s business; provided, however, a Loan Party may sell, lease or otherwise dispose of Accounts its assets to another Loan Party, or (Z) as permitted pursuant to a Factoring Arrangementthe Rooster Intercreditor Agreement; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person, other than in connection with a Permitted Acquisition or the Related Transactions; or (v) enter into any other transaction outside the ordinary course of Borrower’s businesssuch Loan Party's business (other than a Permitted Acquisition), including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Term, (y) after giving effect to any such payment, Borrower interest. No Loan Party shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing or would be caused thereby. Borrower shall promptly notify Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stock. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other PersonPerson other than for purposes of consummating a Permitted Acquisition.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower Accel Inc. shall not, and shall not permit any Subsidiary to, (i) enter into any merger or consolidation; (ii) in the case of any Loan Party, change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrowersuch Person’s state of organization organization; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangementbusiness; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person other than in connection with an acquisition of VGT Operating Contracts and related Equipment from a Person; or (v) enter into any other transaction outside the ordinary course of Borrower’s businessissue, includingtransfer, without limitation, any purchase, redemption redeem or retirement of retire any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on such Person without the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end prior written consent of the Original Term, (y) after giving effect to Required Lenders. Neither Accel Inc. nor any such payment, Borrower Subsidiary shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing or would be caused thereby. Borrower shall promptly notify Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stock. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other PersonPerson (provided that any such Person may operate VGTs owned by third parties in the ordinary course of business). Notwithstanding the foregoing, nothing herein shall prohibit, prior to the consummation of the SPAC Transaction, (A) the issuance or transfer of equity interests in Borrower or Accel Inc. so long as: (a), (1) Xxxxxxx Xxxxxxxxxx, Xxxxxx X. Xxxxxxxxxx and Xxxxxx X. Xxxxxxxxxx, and/or (2) any trust in which all of the beneficiaries at all times consist of any one or more of such individual or the lineal descendants of such individual, collectively own and have voting control of at least 35% of the issued and outstanding voting equity interest of Accel Inc.; (b) Accel Inc. owns 100% of the issued and outstanding equity interests of Borrower; and (c) the Persons described in the foregoing clause (1) have the power, directly or indirectly, to direct the management and policies of Borrower and Accel Inc., (B) Accel Inc. and/or any Subsidiary from consummating any Permitted Acquisition, (C) the Convertible Note Investment, (D) the SPAC Transaction so long as, in the case of this clause (D), (1) any successor to Accel Inc. provides a guaranty of the Obligations and grants a lien on its Collateral to secure the Obligations, in each case pursuant to customary joinder or other documentation in a form reasonably satisfactory to the Administrative Agent and (2) Accel Inc. (including, for the avoidance of doubt, any successor to Accel Entertainment Inc.) shall own 100% of the issued and outstanding equity interests of Accel Entertainment Gaming, LLC as of, and after, the SPAC Transaction or (E) any Loan Party from transferring assets to, or acquiring assets from, any other Loan Party.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not, and shall not permit any of its Subsidiaries to, (i) enter into any merger or consolidation; (ii) change the state jurisdiction of Borrowersuch Person’s organization or enter into any transaction which has the effect of changing Borrowersuch Person’s state jurisdiction of organization (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangement; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of Borrowersuch Person’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with such Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject to any limitations set forth in clause (B) of this subsection) and ); (B) such Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 2,500,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Termyear, (y) after giving effect to any such payment, Borrower shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing exists at the time of such payment or would be caused thereby; and (C) the transactions contemplated pursuant to subsection 13(b)(v), (vi) and (vii). Borrower shall promptly notify Administrative Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s any Borrowers stock. Borrower shall not, and shall not permit any of its Subsidiaries to, form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower No Credit Party shall not (i) enter into any merger or consolidationconsolidation pursuant to a Permitted Acquisition so long as the Credit Party is the surviving entity; (ii) change the its state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s its state of organization organization; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business and sales of Accounts pursuant to a Factoring Arrangementbusiness; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such PersonPerson other than pursuant to a Permitted Acquisition or a Target Acquisition; or (v) enter into any other transaction outside the ordinary course of Borrowersuch Credit Party’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest except (A) in connection with Borrower’s stock option plans as in effect on the date hereof or arising after the date hereof (but subject interest. No Credit Party will, and each Credit Party will not permit any other Credit Party, to transfer any limitations set forth in clause (B) assets of this subsection) and (B) Borrower may repurchase any of its shares of stock on the open market or pay cash dividends or distributions on its shares of stock so long as (x) the aggregate amount of such purchases, dividends and distributions does not exceed $3,000,000 during any calendar year or $5,000,000 from the date hereof through the end of the Original Term, (y) after giving effect a Credit Party to any such payment, Borrower an Inactive Subsidiary. No Credit Party shall have Excess Availability of at least $5,000,000 and (z) as of the end of the month immediately preceding the date of such purchase EBIT, for the 12 month period ending on such date, minus the amount of such purchase, dividend or distribution, shall exceed $5,000,000 and (C) Borrower and its Subsidiaries may enter into Permitted Acquisitions so long as no Event of Default is then continuing or would be caused thereby. Borrower shall promptly notify Agent of the filing of any Rule 13-d filing with the Securities Exchange Commission in respect of Borrower’s stock. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other PersonPerson other than pursuant to a Permitted Acquisition, and no Credit Party shall form any Subsidiary after the date hereof unless (i) such Subsidiary is organized under the laws of a State of the United States of America, (ii) such Subsidiary executes a joinder and assumption agreement as a Credit Party and becomes a party to this Agreement and Other Agreements as Agent shall determine in its Permitted Discretion, (iii) the equity interests of such Subsidiary are pledged to Agent, for its benefit and the benefit of the Lenders, (iv) Agent receives such documents and information as Agent deems necessary or desirable in its Permitted Discretion to evidence the validity and enforceability of this Agreement and the Other Agreements against such Person and the perfection of the liens and security interests in favor of Agent, for itself and for the benefit of the Lenders, on the assets of such Credit Party, and (v) such Subsidiary has been formed pursuant to a Permitted Acquisition.