Common use of Specific Prohibitions Clause in Contracts

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7, without the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent and the Companies shall cause their respective Affiliates not to: (i) amend or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company to make any acquisition of all or any material part of the assets, properties, capital stock or other Equity Interests or business of any other Person; (iv) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization; (v) other than Approved Capital Expenditures, cause or permit any Company to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or in the aggregate; (vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense; (vii) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course of business consistent with past practice; (viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000; (ix) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practice; (x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Date; (xii) (A) file any amended Tax Return, (B) enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than in the ordinary course of business consistent with past issuances; or (xv) agree, whether orally or in writing, or cause or instruct any third party, to do any of the foregoing.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a4.02(a), from the date of this Agreement Effective Date until the Closing, or the earlier termination of this Agreement in accordance with Article 7VIII, without the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion)Investors, and except to as specifically contemplated herein or in the extent specifically described on other Transaction Documents or as set forth in Schedule 5.4(a4.02(b), neither Parent nor the Company shall not take any Company shall, and Parent and of the Companies shall cause their respective Affiliates not tofollowing actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of any of its Equity Interests or other Personsecurities, or amend any term of any of its outstanding Equity Interests or other securities; (iii) (A) make any declaration or payment of, or set aside funds for, any dividend or other distribution with respect to any of its capital stock or other Equity Interests (other than to effect the Spin-Off) or (B) repurchase, redeem, or otherwise acquire or cancel any of its capital stock or other Equity Interests; (iv) adopt a plan become liable in respect of liquidationany Guarantee or incur, dissolution, merger, consolidation assume or other reorganizationotherwise become liable in respect of any Debt; (v) other than Approved Capital Expenditures(A) merge or consolidate with any Person; (B) acquire any material assets, cause except for acquisitions of assets, equipment and raw materials in the Ordinary Course of Business; or permit any Company to (C) make any single loan, advance or capital expenditure contribution to, acquire any Equity Interests in, or series of related capital expenditures in excess of $100,000 individually or in the aggregateotherwise make any investment in, any Person; (vi) without limiting clause permit any of its material Assets to become subject to an Encumbrance (v) above, other than Approved New Theatre Development Expensesa Permitted Encumbrance) or sell, cause lease, license or permit otherwise dispose of any Company to pay or incur any New Theatre Development Expenseof its material Assets; (vii) cause increase any benefits under any Employee Plan or permit increase the Compensation payable or paid, whether conditionally or otherwise, to any Company to incur any Indebtedness employee, officer, director or guaranty consultant of the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course of business consistent with past practiceCompany; (viii) hire make any Business Employee material change in its methods of accounting or independent contractor accounting practices (including with annual base compensation respect to reserves), payment or consulting fees credit practices, fail to pay any creditor any material amount owed to such creditor when due or grant any extensions of credit other than in excess the Ordinary Course of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000Business; (ix) implement make, change or revoke any increase to the Compensation material Tax election; elect or change any method of accounting for Tax purposes; or enter into any Business Employee, other than increases Contractual Obligation in Compensation implemented in the ordinary course respect of business, consistent Taxes with past practiceany Governmental Authority; (x) implement enter into or adopt any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 material Contractual Obligation or terminate, modify, renew or amend in any similar Law material respect (collectively, the “WARN Act”), including by accelerating material rights or enter into, amend or extend benefits under) any collective bargaining agreement or other Contract with any UnionContracts; (xi) enter into, adopt, terminate, modify, supplement, renew license or amend any Material Contract or any Contract included in the Assigned Contracts as otherwise dispose of the Agreement Daterights to use any material patent, trademark or other Intellectual Property Rights or disclose material trade secrets to a third party; (xii) (A) file any amended Tax Return, (B) enter into any closing agreement use the proceeds under the Bridge Notes in a manner not in accordance with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return)Operating Budgets, or exceed any line-item expense under any Operating Budget by more than five percent (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D5%), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly appoint or indirectly (A) solicit, initiate elect any officer or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition director of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue enter into any Courtesy Passes, other than Contractual Obligation to do any of the things referred to elsewhere in the ordinary course of business consistent with past issuancesthis Section 4.02(b); or (xv) agree, whether orally take or in writing, or omit to take any other action that would cause or instruct any third party, to do any of the foregoingrepresentations and warranties in Article III to be untrue at, or as of any time prior to, the Closing Date.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a6.2(a), from during the date of this Agreement until the ClosingPre-Closing Period, or the earlier termination of this Agreement in accordance with Article 7, without the prior written consent of Buyer except (which, in the case of clause (vi1) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a)Section 6.2(a) of the Disclosure Schedule, neither Parent nor (2) as otherwise contemplated by this Agreement, (3) as may be required by applicable Law or applicable Governmental Order or (4) with Buyer’s prior written consent, which consent shall not be withheld, conditioned or delayed by Buyer, in each case unreasonably, the Company shall not take any Company shall, and Parent and of the Companies shall cause their respective Affiliates not tofollowing actions: (i) amend or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assetsits Organizational Documents, effect any stock split, stock combination, stock reclassification or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any recapitalization, plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of any of its Equity Interests or other Personsecurities (or any securities convertible or exchangeable into or exercisable for any Equity Interests), or amend any term of any of its outstanding Equity Interests or other securities, other than the issuance of securities upon conversion or exercise of any outstanding Company options or the conversion of any Company preferred stock, as applicable, in each case outstanding as of the date of this Agreement; (iii) repurchase, redeem, or otherwise acquire any of its capital stock other than pursuant to the net exercise of any outstanding Company options in accordance with their respective terms; (iv) adopt except as may be required by any Disclosed Contract and involving amounts less than $25,000, execute and deliver a plan Guarantee of liquidationany Indebtedness or incur, dissolutionassume, merger, consolidation apply for or otherwise become liable in respect of any Borrowed Money Indebtedness other reorganizationthan Borrowed Money Indebtedness that will be repaid at the Closing; (v) enter into any extension of credit with any Affiliate, officer, manager, equityholder or director of the Company other than Approved Capital Expenditures, cause Company Transaction Expenses or permit any Company Indebtedness to make any single capital expenditure or series be paid upon the consummation of related capital expenditures in excess of $100,000 individually or in the aggregateContemplated Transactions; (vi) without limiting clause (vA) abovemerge or consolidate with any Person; (B) acquire any material Assets, except for (i) acquisitions of Assets in the Ordinary Course of Business or as provided in the Company budget provided to Buyer or (ii) as may be required by any Disclosed Contract (and in either cases of (i) or (ii) involving amounts less than $100,000); or (C) make any loan, advance or capital contribution to, or acquire any Equity Interests in, any Person, other than Approved New Theatre Development Expenses, cause or permit any loans and advances to the Company to pay or incur any New Theatre Development ExpenseAssociates; (vii) cause sell, exclusively license or permit any Company to incur any Indebtedness or guaranty the Indebtedness otherwise dispose of any other Personof its material Assets, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date Technology, or Intellectual Property Rights, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viii) hire defer, make or enter into any Business Employee commitment for any capital expenditure or independent contractor with annual base compensation expenses other than (i) as may be required by any Disclosed Contract and involves expenditures or consulting fees commitments of less than $100,000 in excess of $100,000, the aggregate or terminate (ii) as provided in the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000Company budget provided to Buyer; (ix) implement make, change or revoke any increase to the Compensation material Tax election; change any annual material Tax accounting method; settle any Action in respect of any Business Employee, other than increases in Compensation implemented in the ordinary course a material amount of business, consistent with past practice; (x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Date; (xii) (A) Taxes; file any amended material Tax Return, (B) enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) ; consent to any extension or waiver of the limitation statute of limitations period applicable to any Tax material claim or assessment relating to the Companies (other than one arising from an extension assessment; or enter into any Contract in respect of time to file a Tax Return), or (D) settle or compromise of material Taxes with any Tax liability, except in each case of clauses (A) through (D), to the extent relating to Governmental Authority; (x) make any real material change in its methods of accounting or personal property Tax applicable accounting practices (except as required by changes in GAAP); (xi) settle, agree to settle or waive any Action or consent to non-monetary relief by the Purchased Assets, Company other than a release of claims or covenant not to xxx and commitment to comply with such release or covenant not to xxx set forth in the related settlement or waiver Contract; (yxii) sales and use Taxes enter into any new line of business that is materially different from the CompaniesBusiness or discontinue any line of business or any material business operations; (xiii) directly except for the hiring of non-executive employees to fill current openings or indirectly to replace terminated non-executive employees and who are provided with compensation and benefits no more favorable, in the aggregate, than that offered to such terminated employee (Ai) solicithire, initiate promote or encourage terminate (other than for “cause”) any Company Associate, (ii) increase any form of compensation or benefits payable by the Company, including without limitation, any increase or change pursuant to any Company Plan (except (x) as required by way any Contract or applicable Law or (y) annual merit or promotion-related increases to base salaries or hourly wage rates of furnishing information that has Company employees in the Ordinary Course of Business not been previously publicly disseminatedto exceed 3% of an employee’s existing salary or wage rate, as applicable), (iii) accelerate the vesting, funding or take any other action designed to facilitate, any inquiries or the making payment of any proposal which constitutescompensation or benefits under any Company Plan, (iv) enter into, adopt, amend in any material respect or may reasonably be expected to lead to, terminate any proposal Company Plan or (v) grant any sale, transfer, assignment equity or equity-linked awards or other disposition bonus, commission or incentive compensation to any Company Associate other than Company Transaction Expenses or Indebtedness to be paid upon the consummation of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any CompanyContemplated Transactions; (xiv) issue enter into, terminate, cancel, modify or waive rights under any Courtesy Passes, other than Contract to take or otherwise promise to take any action that would violate the Company’s obligations in the ordinary course of business consistent with past issuancesthis Section 6.2(b); or (xv) agreeexcept in the Ordinary Course of Business, whether orally amend or modify in writinga manner materially adverse to the Company any Contract or Lease, terminate any Contract or Lease, or cause enter into a Lease or instruct any third partya Contract that, if entered into prior to do any of the foregoingdate hereof, would have been a Contract required to be disclosed pursuant to Section 4.15.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a6.02(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7IX, without the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion)Buyer, and except to the extent specifically described on Schedule 5.4(a6.02(a), neither Parent nor to the extent that any Company shall, and Parent and of the following actions relates to the operation of the Companies or the conduct of the Business, Seller shall not and Seller shall not cause their respective Affiliates not or permit any of the Companies to, take any of such actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of any of its Equity Interests or other Personsecurities, or amend any term of any of its outstanding Equity Interests or other securities; (iii) become liable in respect of any guarantee or incur, assume or otherwise become liable in respect of any Debt; (iv) adopt a plan (A) merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of liquidationinventory, dissolutionequipment and raw materials in the Ordinary Course of Business; or (C) make any loan, mergeradvance or capital contribution to, consolidation acquire any Equity Interests in, or otherwise make any investment in, any Person (other reorganizationthan loans and advances to employees in the Ordinary Course of Business); (v) permit any of its material Assets to become subject to a Lien (other than Approved Capital Expendituresa Permitted Lien) or sell, cause lease, license or permit otherwise dispose of any Company to make any single capital expenditure or series of related capital expenditures in excess its material Assets, other than sales of $100,000 individually or inventory in the aggregateOrdinary Course of Business; (vi) without limiting clause (v) aboverepay, prepay or otherwise discharge or satisfy any Debt or other material Liabilities, other than Approved New Theatre Development Expensesin the Ordinary Course of Business, cause or permit waive, cancel or assign any Company to pay claims or incur any New Theatre Development Expenserights of substantial value other than in the Ordinary Course of Business; (vii) cause or permit make any Company to incur any Indebtedness or guaranty capital expenditures that are in the Indebtedness aggregate in excess of any other Person, $200,000 (other than Indebtedness and borrowings under lines of credit in place on capital expenditures contemplated by the Agreement Date in the ordinary course of business consistent with past practicecapital expenditure budget attached as Schedule 6.02(b)(vii)); (viii) hire increase any benefits under any Employee Plan or increase the compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant of any Company (other than (A) any increase adopted in the Ordinary Course of Business Employee or independent contractor with in respect of the compensation of any employee whose annual base compensation does not exceed $50,000 after giving effect to such increase or consulting fees (B) any increase in excess of $100,000, benefits or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000required by Legal Requirements; (ix) implement amend or terminate any increase to the Compensation of Company Plan or any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practicerelated Contractual Obligation; (x) implement make any Business Employee layoffs which would implicate material change in its methods of accounting or accounting practices (including with respect to reserves) or its pricing policies, payment or credit practices, fail to pay any creditor any material amount owed to such creditor when due or grant any extensions of credit other than in the Worker Adjustment and Retraining Notification Act Ordinary Course of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any UnionBusiness; (xi) settle, agree to settle, waive or otherwise compromise any pending or threatened Actions (A) involving potential payments by or to any Company of more than $200,000 in aggregate, (B) that admit liability or consent to non-monetary relief, or (C) that otherwise are or would reasonably be expected to be material to the Companies, taken as a whole, or the Business; (xii) make, change or revoke any material Tax election; elect or change any method of accounting for Tax purposes; settle any Action in respect of Taxes; or enter into any Contractual Obligation in respect of Taxes with any Governmental Authority; (xiii) open any Facility or enter into any new line of business or close any Facility or discontinue any line of business or any material business operations; (xiv) enter into, adopt, terminate, modify, supplement, renew or amend in material respect (including by accelerating material rights or benefits under) any Material Contract Company Contracts or any Contractual Obligation that would be a Material Company Contract included if such Contractual Obligation were in place on the Assigned Contracts as of the Agreement Datedate hereof; (xiixv) write up or write down any of its material Assets or revalue its inventory; (Axvi) file open any amended Tax Returnnew bank or deposit accounts (or materially change any existing arrangements with respect to any existing bank or deposit accounts) or grant any new powers of attorney; (xvii) license or otherwise dispose of the rights to use any material patent, trademark or other Intellectual Property Rights or disclose material trade secrets to a third party; or (Bxviii) enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than in the ordinary course of business consistent with past issuances; or (xv) agree, whether orally or in writing, or cause or instruct any third party, Contractual Obligation to do any of the foregoingthings referred to elsewhere in this Section 6.02(b).

Specific Prohibitions. Without limiting Except for those actions or omissions (i) as set forth in Schedule 4.1, (ii) required or expressly permitted by the generality terms of this Agreement, including without limitation the Hotel Purchase Transaction, or effect of Section 5.4(a(iii) consented to by the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed), during the period from the date of this Agreement and continuing until the Closing, or earlier of the earlier termination of this Agreement in accordance with Article 7pursuant to its terms or the Closing, without the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent shall not do (and the Companies shall cause their respective Affiliates Subsidiaries to not todo) any of the following: (i) amend or modify any provision of the Governing Documents of any CompanyAmend its Charter Documents; (ii) Purchase, redeem or otherwise acquire, directly or indirectly, any capital stock or other equity interest of the Company or Parent; (iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or other equity interest, or split, combine or reclassify any equity interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or other equity interest; (iv) Issue, deliver, sell, licenseauthorize, lease, transfer, assign, abandon pledge or otherwise dispose of encumber, or agree to any of the Purchased Assetsforegoing with respect to, any capital stock or other equity interest or any securities convertible into or exchangeable for any capital stock or other equity interest, or mortgagesubscriptions, pledge rights, warrants or impose options to acquire any Lien upon capital stock or other equity interest, or any securities convertible into or exchangeable for any capital stock or other equity interest, or enter into other agreements or commitments of any character obligating it to issue any such capital stock or other equity interests or convertible or exchangeable securities; (v) Acquire or agree to acquire by merger or consolidation of any Subsidiary with, or by purchasing any equity interest in or a material portion of the Purchased Assetsassets of, or by any other than manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire outside the sale ordinary course of Concession Inventory business any assets which are material, individually or in the aggregate, to the business of the Company, taken as a whole, as applicable, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict such Party’s ability to compete or to offer or sell any products or services to other Persons. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the acquired, merged, or consolidated entity be included in the Proxy Statement/Prospectus; (vi) Form or establish any Subsidiary except in the ordinary course of businessbusiness consistent with prior practice or in connection with an acquisition permitted by this Section 4.1(b); (iiivii) cause Merge or permit consolidate with any Company to make any acquisition of all Person, or any material part of the assets, properties, capital stock or other Equity Interests or business of any other Person; (iv) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation recapitalization or other reorganization; (vviii) other than Approved Capital ExpendituresSell, cause lease, license, encumber or permit otherwise dispose of any Company to make any single capital expenditure properties or series assets, except the sale, lease or disposition of related capital expenditures property or assets in excess the ordinary course of $100,000 business that are not material, individually or in the aggregate, to the business of such Party; (viix) without limiting clause Close any facility or discontinue any material line of business or any material business operations; (vx) aboveMake capital expenditures that in any instance exceed by more than 10% the previously budgeted amount; (xi) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing; (xii) Establish or increase any benefits under any Employee Plan, grant any severance or termination pay, pay any special bonus or special remuneration, or increase the compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant of the Company, other than Approved New Theatre Development Expensesnormal annual increases not exceeding 5%, cause or permit enter into or adopt any Company to pay new severance plan, or incur amend, modify, or alter in any New Theatre Development Expensematerial respect any Employee Plan; (viixiii) cause Enter into any employment contract or permit collective bargaining agreement; (xiv) Waive any Company stock repurchase rights, accelerate, amend or (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any Employee Plan or authorize cash payments in exchange for any options granted under any Employee Plan; (xv) Pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to incur any Indebtedness the date of this Agreement) other than the payment, discharge, settlement or guaranty the Indebtedness satisfaction of any other Personclaims, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date liabilities, or obligations in the ordinary course of business consistent with past practice; (viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate (ii) waive the employment or service of benefits of, agree to modify in any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000; (ix) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practice; (x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adoptmaterial manner, terminate, modify, supplement, renew release any Person from or amend knowingly fail to enforce any Material Contract confidentiality or similar agreement to which the Company or any Contract included in of its Subsidiaries is a party or of which the Assigned Contracts as Company or any of the Agreement Date; (xii) (A) file any amended Tax Return, (B) enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies its Subsidiaries is a beneficiary (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales with customers and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than counterparties in the ordinary course of business consistent with past issuancespractices) or to which Parent is a party or a beneficiary, as applicable; (xvi) Modify in any material respect or terminate any Disclosed Contract, or waive, delay the exercise of, release or assign any material rights or claims thereunder; (xvii) Incur or enter into any Contractual Obligation requiring such Party to pay in excess of $100,000 in any 12-month period; (xviii) Abandon, dispose of, allow to lapse, transfer, sell, assign, or exclusively license to any Person or otherwise extend, amend or modify any existing or future Intellectual Property Rights or material assets; (xix) Transfer or provide a copy of any Company Source Code to any Person other than current employees, contractors, and consultants of such Party or one of its Subsidiaries under current and enforceable confidentiality agreements; (xx) Terminate, cancel or let lapse, in each case voluntarily, a material existing insurance policy covering such Party or its Subsidiaries or any of their respective properties, assets and businesses, unless substantially concurrently with such termination, cancellation or lapse, such Party or its Subsidiary enters into a replacement policy or policies underwritten by reputable insurance companies providing coverage at least substantially equal in all material respects to the coverage under the terminated, canceled or lapsed policy; (xxi) Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than the payment of salary and benefits and the advancement of expenses in the ordinary course of business consistent with prior practice; (xxii) Except as required by Legal Requirements or U.S. GAAP (including in response to any SEC SPAC Accounting Changes), revalue any of its assets in any manner or make any change in accounting methods, principles or practices; (xxiii) Make, revoke, amend, or rescind any Tax elections or Tax compromise with any Governmental Authority, execute any waiver of restrictions on assessment or collection of any Tax, or change any method of accounting for Tax purposes or prepare or file any Tax Return in a manner inconsistent with past practice, fail to pay any Tax when due (including any estimated Tax payments), claim any Tax credits or defer any Tax payments under any COVID-19 Response Law, or enter into any Tax sharing, Tax allocation, Tax receivable or Tax indemnity agreement; (xxiv) Take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xxv) Engage any investment banker, financial advisor, broker, or finder or enter into any agreement with any Person which will result in the obligation of the Company or Parent to pay any finder’s fee, brokerage fees, commission, or similar compensation in connection with the Transactions; or (xvxxvi) agree, whether orally Agree in writing or in writing, otherwise agree or cause or instruct any third party, commit to do take any of the foregoingactions described in Section 4.1(b)(i) through (xxiii) above.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a7.1(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7X, without except (A) to the prior written consent extent described on Section 7.1 of Buyer the Disclosure Schedule, (which, in the case of clause (viB) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a)contemplated, neither Parent nor permitted or required by this Agreement, (C) to the extent required to comply with any Company shallDisclosed Contractual Obligation, and Parent and (D) as required by any Applicable Law or Governmental Order applicable to any Group Company, (E) as required to implement the Pre-Closing Transactions in the manner provided for (or described) in this Agreement, or (F) as consented to or approved by Buyer in writing, which consent shall not be unreasonably withheld, conditioned or delayed, none of the Group Companies shall cause their respective Affiliates not totake (or agree or commit to take) any of the following actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of any of its Equity Interests or other Personsecurities, or amend any term of any of its outstanding Equity Interests or other securities; (iii) (A) make any declaration or payment of any dividend or other distribution with respect to any of its capital stock (other than from one Group Company to another Group Company that is either the Company or a wholly-owned Subsidiary of a Group Company); or (B) repurchase, redeem, or otherwise acquire or cancel any of its capital stock; (iv) adopt become liable in respect of any guarantee of any Liability or incur, assume or otherwise become liable in respect of any Indebtedness (except for letters of credit and borrowings made by a plan Group Company in the Ordinary Course of liquidation, dissolution, merger, consolidation Business either for the benefit itself or for the benefit of another Group Company) or grant any Encumbrances (other reorganizationthan Permitted Encumbrances) on all or any part of its Assets; (v) other than Approved Capital Expenditures, cause or permit enter into any Company to make transactions with any single capital expenditure or series Affiliate of related capital expenditures in excess of $100,000 individually or in the aggregateGroup Companies; (vi) without limiting clause (vA) abovemerge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of Assets in the Ordinary Course of Business; (C) acquire any business (whether by way of a purchase of Equity Interests or Assets or otherwise); or (D) make any loan, advance or capital contribution to or acquire any Equity Interests in (or make any investment in) any Person (other than Approved New Theatre Development Expenses, cause loans or permit any Company advances to pay or incur any New Theatre Development ExpenseSubsidiaries of the Company); (vii) cause sell or permit any Company to incur any Indebtedness or guaranty the Indebtedness otherwise dispose of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date its Assets except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viii) hire make any Business Employee or independent contractor with annual base compensation or consulting fees capital expenditure commitment that irrevocably commits the Group Companies to expend, collectively, after the Closing in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000[redacted]; (ix) implement increase any benefits under any Employee Plan or increase the Compensation payable or paid, whether conditionally or otherwise, to any management employee, officer, director or consultant of any of the Group Companies (other than (A) any increase adopted in the Ordinary Course of Business or (B) any increase in benefits or Compensation required by Applicable Law or required pursuant to the Compensation terms of an existing Employee Plan or an existing employment, consulting, indemnification, change of control, severance or similar agreement with any Business Employeecurrent or former director, other than increases in Compensation implemented in the ordinary course of businessofficer, consistent with past practiceemployee or consultant); (x) implement make any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act change in its methods of 1988 accounting or any similar Law accounting practices (collectively, the “WARN Act”except as required by changes in GAAP), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter intosettle, adopt, terminate, modify, supplement, renew agree to settle or amend waive any Material Contract pending Actions (A) involving potential payments to any of the Group Companies or by any Contract included of the Group Companies after the Closing which are either in excess of [redacted] or not otherwise in the Assigned Contracts as Ordinary Course of Business of the Agreement DateGroup Companies or (B) that admit liability or consent to non-monetary relief; (xii) change or revoke any Tax election; change any method of accounting for Tax purposes (A) file except as required by changes to the Code or the ITA); settle any amended Tax Return, (B) Action in respect of Taxes; or enter into any closing agreement Contractual Obligation in respect of Taxes with respect any Governmental Authority, in each case, if such action is reasonably expected to Taxes or settle any increase the Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver Liability of the limitation period applicable to any Tax claim Company or assessment relating to its Subsidiaries in respect of taxable periods, or portions thereof, beginning after the Companies (other than one arising Closing Date; provided, however, for the avoidance of doubt, that nothing in this Section 7.1 will prevent a Group Company from an extension of time to file filing a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), Return required to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companiesbe filed under Applicable Law; (xiii) directly enter into any material new line of business that is materially different from the Business or indirectly (A) solicit, initiate or encourage (including by way discontinue any line of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal business or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Companybusiness operations; (xiv) issue terminate any Courtesy PassesDisclosed Contractual Obligations or leases that management reasonably determines to be necessary or advisable in the course of the operation of the business; (xv) license or otherwise dispose of the rights to use any material patent, material trademark or other material Intellectual Property Right or disclose material trade secrets to a third party other than in the ordinary course of business consistent with past issuancespursuant to a confidentiality agreement; or (xvxvi) agree, whether orally or in writing, or cause or instruct enter into any third party, Contractual Obligation to do any of the foregoingthings referred to elsewhere in this Section 7.1(b).

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a5.02(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7VIII, without the prior written consent of Buyer Parent (which, in the case of clause (vi) below, Buyer may grant which shall not be unreasonably withheld or withhold in its sole discretiondelayed), and (x) except to the extent specifically described on Schedule 5.4(a5.02(a), neither Parent nor (y) with respect to any Employee RSU or Bonus Award to the extent such action (or omission) results in an increase of more than 110% in the amounts payable to the holders of such Employee RSUs or Bonus Awards as determined as of the date hereof pursuant to each such holder’s ownership as set forth in Schedules 2.02(j) and 2.02(k) or (z) in order to undertake a summary approval procedure to cause the Irish Subsidiary’s share premium account to be set against its accumulated losses, each member of the Company shall, and Parent and Group shall not take any of the Companies shall cause their respective Affiliates not tofollowing actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of or suffer to exist any Encumbrance with respect to any of its Equity Interests or other securities, or amend any term of any of its outstanding Equity Interests or other Personsecurities; (iii) (A) make any declaration or payment of, or set aside funds for, any dividend or other distribution with respect to any of its capital stock or other Equity Interests; or (B) repurchase, redeem, or otherwise acquire, split, combine, reclassify or cancel any of its capital stock or other Equity Interests, or otherwise change its capital structure; (iv) adopt a plan become liable in respect of liquidationany Guarantee or incur, dissolution, merger, consolidation assume or other reorganizationotherwise become liable in respect of any Indebtedness; (v) (A) merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of Assets or equipment in the Ordinary Course of Business; (C) make any loan, advance or capital contribution to, acquire any Equity Interests in, or otherwise make any investment in, or forgive any loan to, any Person (other than Approved Capital Expendituresloans and advances to employees in the Ordinary Course of Business); or (D) file a petition in bankruptcy under any provisions of federal or state bankruptcy Legal Requirement or consent to the filing of any bankruptcy petition under any similar Legal Requirement; (vi) create any Subsidiary; (vii) purchase or acquire, cause directly or indirectly (including by merger, consolidation or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or division thereof or any other business; (viii) permit any Company of its material Assets to make become subject to or suffer to exist in respect of any single capital expenditure of its material Assets any Encumbrance (other than a Permitted Encumbrance) or series sell, lease, pledge, abandon, assign, license or otherwise dispose of related capital expenditures any of its material Assets, other than sales of Assets in the Ordinary Course of Business not in excess of $100,000 150,000 individually or $300,000 in the aggregate; (viix) without limiting clause (v) aboverepay, prepay or otherwise discharge or satisfy any Indebtedness or other material Liabilities, other than Approved New Theatre Development Expensesin the Ordinary Course of Business, cause or permit waive, cancel or assign any Company to pay claims or incur any New Theatre Development Expenserights of substantial value other than in the Ordinary Course of Business; (viix) cause or permit make any Company to incur any Indebtedness or guaranty capital expenditures that are in the Indebtedness aggregate in excess of any other Person, $300,000 (other than Indebtedness and borrowings under lines of credit in place on capital expenditures expressly contemplated by the Agreement Date in the ordinary course of business consistent with past practicecapital expenditure budget attached as Schedule 5.02(b)(viii)); (viiixi) hire adopt, terminate, amend or increase any payments or benefits under any Company Group Plan or increase the Compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director, manager or independent contractor of any member of the Company Group (other than (A) any increase adopted in the Ordinary Course of Business Employee in respect of the Compensation of any non-officer employee whose annual base Compensation does not exceed $300,000 after giving effect to such increase or (B) any increase in benefits or Compensation required by Legal Requirements or required pursuant to the terms as in effect as of the date of this Agreement of an existing Company Group Plan so long as such Company Group Plan or agreement has been disclosed as of the date of this Agreement to Parent on Schedule 3.16(a)); (xii) hire, engage or terminate (other than for cause) the employment or engagement of any director, manager, officer, employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000300,000; (ixxiii) implement make any increase material change in its methods of accounting or accounting practices (including with respect to the Compensation reserves) or its pricing policies, payment or credit practices, fail to pay any creditor any material amount owed to such creditor when due or grant any extensions of any Business Employee, credit other than increases in Compensation implemented in the ordinary course Ordinary Course of businessBusiness; (xiv) make any material change in its policies and practices regarding accounts receivable or accounts payable or fail to manage working capital in accordance with past practices; (xv) settle, consistent agree to settle, pay, discharge, satisfy, waive or otherwise compromise any pending or threatened Actions; (xvi) commence any Action other than for the routine collection of invoice or as expressly contemplated by this Agreement; (xvii) change or revoke any material Tax election or make any material Tax election (other than elections made in the Ordinary Course of Business), change any annual Tax accounting period, adopt or change any method of Tax accounting in respect of material Taxes, file any material amended Tax Return or filed any material Tax Return in a manner inconsistent with past practice; (x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Date; (xii) (A) file any amended Tax Return, (B) enter into any Contractual Obligation (other than any commercial agreements the primary purpose of which does not relate to Taxes) in respect of Taxes with any Governmental Authority, including any closing agreement with respect to Taxes or agreement, settle any Tax audit Action, surrender any right to claim a material Tax refund, offset or proceeding relating to the Companiesother reduction in Tax Liability, (C) consent to any extension or waiver of the limitation limitations period applicable to any Tax claim or assessment relating to outside the Companies (other than one arising from an extension Ordinary Course of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the CompaniesBusiness; (xiiixviii) directly open any Facility or indirectly enter into any new line of business or close any Facility or discontinue any line of business or any material business operations; (Axix) solicitenter into, initiate adopt, cancel, terminate, renew, amend grant a waiver under or encourage otherwise modify in any material respect (including by way of furnishing information that has not been previously publicly disseminated), accelerating material rights or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, benefits under) any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any CompanyMaterial Company Contracts; (xivxx) issue enter into any Courtesy Passestransaction with any stockholder, director, officer or employee of any member of the Company Group; (xxi) negotiate, enter into, amend, extend, or terminate any collective bargaining agreement or other than in Contractual Obligation with a Union; (xxii) write up or write down any of its material Assets; (xxiii) open any new bank or deposit accounts (or materially change any existing arrangements with respect to any existing bank or deposit accounts) or grant any new powers of attorney; (xxiv) license or otherwise dispose of the ordinary course of business consistent with past issuancesrights to use any material patent, trademark or other Intellectual Property Rights or disclose material trade secrets to a third party; or (xvxxv) authorize, resolve, commit, agree, whether orally enter into any Contractual Obligation or in writing, or cause or instruct any third party, otherwise become obligated to do any of the foregoingthings referred to elsewhere in this Section 5.02(b).

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a5.02(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7VIII, without the prior written consent of Buyer Parent (whichsuch consent not to be unreasonably withheld or delayed, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretionand such consent to include consent by email addressed to xxxxxxxx.xxx@xxxxxx.xxx), and except to the extent specifically described on Schedule 5.4(a5.02(a), neither Parent nor each member of the Company Group shall not take any Company shall, and Parent and of the Companies shall cause their respective Affiliates not tofollowing actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of or suffer to exist any Encumbrance with respect to any of its Equity Interests or other securities, or amend any term of any of its outstanding Equity Interests or other Personsecurities; (iii) (A) make any declaration or payment of, or set aside funds for, any dividend or other distribution with respect to any of its capital stock or other Equity Interests; or (B) repurchase, redeem, or otherwise acquire, split, combine, reclassify or cancel any of its capital stock or other Equity Interests, or otherwise change its capital structure; (iv) adopt a plan become liable in respect of liquidationany Guarantee or incur, dissolution, merger, consolidation assume or other reorganizationotherwise become liable in respect of any Indebtedness; (v) (A) merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of Assets or equipment in the Ordinary Course of Business; (C) make any loan, advance or capital contribution to, acquire any Equity Interests in, or otherwise make any investment in, or forgive any loan to, any Person (other than Approved Capital Expenditures, cause or permit any Company loans and advances to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or employees in the aggregateOrdinary Course of Business); or (D) file a petition in bankruptcy under any provisions of federal or state bankruptcy Legal Requirement or consent to the filing of any bankruptcy petition under any similar Legal Requirement; (vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause or permit create any Company to pay or incur any New Theatre Development ExpenseSubsidiary; (vii) cause purchase or permit any Company to incur any Indebtedness acquire, directly or guaranty the Indebtedness indirectly (including by merger, consolidation or acquisition of stock or assets or any other Personbusiness combination) any corporation, partnership, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course of business consistent with past practiceorganization or division thereof or any other business; (viii) hire permit any of its material Assets to become subject to or suffer to exist in respect of any of its material Assets any Encumbrance (other than a Permitted Encumbrance) or sell, lease, pledge, abandon, assign, license or otherwise dispose of any of its material Assets, other than sales of Assets in the Ordinary Course of Business; (ix) repay, prepay or otherwise discharge or satisfy any Indebtedness or other material Liabilities, other than in the Ordinary Course of Business, or waive, cancel or assign any claims or rights of substantial value other than in the Ordinary Course of Business; (x) make any capital expenditures that are in the aggregate in excess of $200,000 (other than capital expenditures expressly contemplated by the capital expenditure budget attached as Schedule 5.02(b)(x)); (xi) adopt, terminate, amend or increase any payments or benefits under any Company Group Plan or increase the Compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director, manager or independent contractor of any member of the Company Group (other than (A) any increase adopted in the Ordinary Course of Business Employee in respect of the Compensation of any non-officer employee whose annual base Compensation does not exceed $150,000 after giving effect to such increase or (B) any increase in benefits or Compensation required by Legal Requirements or required pursuant to the terms as in effect as of the date of this Agreement of an existing Company Group Plan so long as such Company Group Plan or agreement has been disclosed as of the date of this Agreement to Parent on Schedule 3.16(a)); (xii) hire, engage or terminate (other than for cause) the employment or engagement of any director, manager, officer, employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000150,000; (ixxiii) implement make any increase material change in its methods of accounting or accounting practices (including with respect to the Compensation reserves) or its pricing policies, payment or credit practices, fail to pay any creditor any material amount owed to such creditor when due or grant any extensions of any Business Employee, credit other than increases in Compensation implemented in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; (xxiv) implement make any Business Employee layoffs which would implicate the Worker Adjustment material change in its policies and Retraining Notification Act of 1988 practices regarding accounts receivable or any similar Law (collectively, the “WARN Act”), accounts payable or enter into, amend or extend any collective bargaining agreement or other Contract fail to manage working capital in accordance with any Unionpast practices; (xixv) enter intosettle, adoptagree to settle, terminatepay, modifydischarge, supplementsatisfy, renew waive or amend otherwise compromise any Material Contract pending or any Contract included in the Assigned Contracts as of the Agreement Datethreatened Actions; (xiixvi) commence any Action other than for the routine collection of invoices, as expressly contemplated by this Agreement or other than to enforce its rights under this Agreement; (Axvii) make, change or revoke any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Tax ReturnReturn or filed any Tax Return in a manner inconsistent with past practice, (B) enter into any Contractual Obligation in respect of Taxes with any Governmental Authority, including any closing agreement with respect to Taxes or agreement, settle any Tax audit Action, surrender any right to claim a Tax refund, offset or proceeding relating to the Companiesother reduction in Tax Liability, (C) consent to any extension or waiver of the limitation limitations period applicable to any Tax claim or assessment relating to outside the Companies Ordinary Course of Business; (xviii) open any Facility or enter into any new line of business or close any Facility or discontinue any line of business or any material business operations; (xix) enter into, adopt, cancel, terminate, renew, amend grant a waiver under or otherwise modify in any material respect (including by accelerating material rights or benefits under) any Material Company Contracts; (xx) enter into any transaction with any stockholder, director, officer or employee of any member of the Company Group, other than one arising from an extension as contemplated or required under the terms of time to file a Tax Return)this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby; (xxi) negotiate, enter into, amend, extend, or terminate any collective bargaining agreement or other Contractual Obligation with a Union; (Dxxii) settle write up or compromise write down any of its material Assets or revalue its inventory; (xxiii) open any Tax liabilitynew bank or deposit accounts (or materially change any existing arrangements with respect to any existing bank or deposit accounts) or grant any new powers of attorney; (xxiv) license or otherwise dispose of the rights to use any material patent, except trademark or other Intellectual Property Rights or disclose material trade secrets to a third party, in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than in the ordinary course Ordinary Course of business consistent with past issuancesBusiness; or (xvxxv) authorize, resolve, commit, agree, whether orally enter into any Contractual Obligation or in writing, or cause or instruct any third party, otherwise become obligated to do any of the foregoingthings referred to elsewhere in this Section 5.02(b).

Specific Prohibitions. Without limiting Except as required or permitted by the generality or effect of Section 5.4(a), from the date terms of this Agreement until or as set forth in Section 5.1 of the ClosingCompany Disclosure Schedule, or the earlier termination of this Agreement in accordance with Article 7as required by applicable Legal Requirements, without the prior written consent of Buyer (whichwhich consent shall not be unreasonably withheld, in the case of clause (vi) below, Buyer may grant conditioned or withhold in its sole discretiondelayed), during the period from the date of this Agreement and except continuing until the earlier of the termination of this Agreement pursuant to its terms or the extent specifically described on Schedule 5.4(a)Closing, neither Parent nor any the Company shall, and Parent and the Companies shall cause their respective Affiliates the Acquired Companies not toto do any of the following: (i) Waive any stock repurchase rights, accelerate, amend or modify (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any provision employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of the Governing Documents of any Companysuch plans; (ii) Abandon, allow to lapse, transfer, sell, assign, or license to any Person or otherwise extend, amend or modify any material Intellectual Property Rights or enter into grants to transfer or license to any Person future patent rights, other than in the Ordinary Course of Business, provided that in no event shall the Acquired Companies license on an exclusive basis or sell, transfer, or otherwise dispose of or abandon any Intellectual Property Rights or material assets of the Acquired Companies; (iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any Equity Interest (other than any such dividend or distribution by an Acquired Company to the Company or another such Acquired Company), or split, combine or reclassify any Equity Interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any Equity Interest; (iv) Other than pursuant to agreements entered into in connection with the Reorganization, purchase, redeem or otherwise acquire, directly or indirectly, any Equity Interest of an Acquired Company or Buyer; (v) Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any Equity Interest or any securities convertible into or exchangeable for Equity Interests, or subscriptions, rights, warrants or options to acquire any Equity Interests or any securities convertible into or exchangeable for Equity Interests, or enter into other agreements or commitments of any character obligating it to issue any such Equity Interests or convertible or exchangeable securities; (vi) Amend its Organizational Documents; (vii) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire outside the Ordinary Course of Business any assets which are material, individually or in the aggregate, to the business of the Company, taken as a whole, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict an Acquired Company’s ability to compete or to offer or sell any products or services to other Persons. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the acquired, merged, or consolidated entity be included in the Proxy Statement; (viii) Sell, lease, license, lease, transfer, assign, abandon encumber or otherwise dispose of any properties or assets, except (A) sales in the Ordinary Course of Business, and (B) the sale, lease or disposition of property or assets that are not material, individually or in the aggregate, to the business of the Purchased AssetsAcquired Companies; (ix) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons (other than Affiliates in the Ordinary Course of Business), issue or mortgagesell any debt securities or options, pledge warrants, calls or impose other rights to acquire any Lien upon debt securities of an Acquired Company, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the Purchased Assetsforegoing; (x) Increase any benefits under any Employee Plan, grant any severance or termination pay, pay any special bonus or special remuneration, or increase the Compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant of any of the Acquired Companies or enter into or adopt any new severance plan, or amend, modify, or alter in any material respect any Employee Plan (in each case, other than the sale of Concession Inventory (A) in the ordinary course Ordinary Course of businessBusiness or (B) required by Legal Requirements or required pursuant to the terms of an existing Employee Plan, an existing employment, consulting, change of control, severance or similar agreement, or any transaction bonus agreement with any current or former director, officer, employee or consultant); (iiixi) cause Enter into any employment contract or permit any Company to make any acquisition collective bargaining agreement (other than in the Ordinary Course of all or any material part of the assets, properties, capital stock or other Equity Interests or business of any other PersonBusiness consistent with past practice); (ivxii) adopt Pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation for an amount greater than $500,000 (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction of any claims, liabilities, or obligations in the Ordinary Course of Business consistent with past practices or in accordance with their terms, or recognized or disclosed in the Financials, or incurred since the date of such financial statements, or waive the benefits of, agree to modify in any material manner, terminate, release any Person from or knowingly fail to enforce any material confidentiality or similar agreement to which the Company or any of its Subsidiaries is a plan party or of liquidationwhich the Company or any of its Subsidiaries is a beneficiary (other than with customers and other counterparties in the Ordinary Course of Business consistent with past practices) or to which Buyer is a party or a beneficiary, dissolution, merger, consolidation or other reorganizationas applicable; (vxiii) Except in the Ordinary Course of Business consistent with past practices, modify in any material respect or terminate (other than Approved Capital Expendituresin accordance with its terms) any Disclosed Contract, cause or permit waive, delay the exercise of, release or assign any material rights or claims thereunder; (xiv) Except as required by Legal Requirements or GAAP, revalue any of its assets in any material manner or make any material change in accounting methods, principles or practices; (xv) Except in the Ordinary Course of Business consistent with past practices, incur or enter into any Contractual Obligation requiring an Acquired Company to make pay in excess of $1,000,000 in any single capital expenditure 12 month period; (xvi) Revoke, amend, or series rescind any material Tax elections, enter into or amend any material agreement or settlement or compromise with any Taxing Authority, execute any waiver of related restrictions on assessment or collection of any material amount of Tax, or change any method of accounting for Tax purposes or prepare or file any Tax Return in a manner materially inconsistent with past practice, except as required by Legal Requirements; (xvii) Form or establish any Subsidiary except in the Ordinary Course of Business consistent with prior practice or as contemplated by this Agreement; (xviii) Make capital expenditures in excess of $100,000 individually or in the aggregatepreviously budgeted amounts; (vixix) without limiting clause (v) aboveEnter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense; (vii) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course of business consistent with past practice; (viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000; (ix) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practice; (x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Date; (xii) (A) file any amended Tax Returnthe payment of salary and benefits and the advancement of expenses in the Ordinary Course of Business consistent with prior practice, (B) the payment of a management and other fees as provided in the Management Services Agreement, dated October 16, 2019, by and between TriArtisan Capital Advisors LLC and TGI Friday’s Inc., or (C) such distributions or advancements by an Acquired Company to the Company or another Acquired Company; (xx) other than in the Ordinary Course of Business, which, for the avoidance of doubt, shall include the closing in management’s discretion of underperforming stores, (A) open any facility or enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to material new line of business that is materially different from the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, Business or (B) participate in close any discussions facility or negotiations regarding discontinue any proposal material line of business or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than in the ordinary course of material business consistent with past issuancesoperations; or (xvxxi) agree, whether orally Agree in writing or in writing, otherwise agree or cause or instruct any third party, commit to do take any of the foregoingactions described in Section 5.1(b)(i) through (xx) above.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a)of, from during the date of Pre-Closing Period, except (i) to the extent described on Schedule 6.3, (ii) as necessary to consummate the Reorganization, (iii) as otherwise contemplated by this Agreement until Agreement, (iv) in connection with the Closing, Worker Transfer; (v) as expressly required by any applicable Law or the earlier termination of this Agreement in accordance with Article 7, without the prior written consent of Buyer (which, in the case of clause applicable Order or (vi) belowas consented to or approved by Acquiror in writing, Buyer may grant which consent or withhold in its sole discretion)approval shall not be unreasonably withheld, conditioned or delayed, the Seller shall not (and except to the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent and the Companies shall cause their respective Affiliates its Subsidiaries not to) take any of the following actions: (i) amend its organizational documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any recapitalization, merger, plan of complete or partial liquidation or dissolution; (ii) propose or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization of any Acquired Company; (iii) declare, set aside, make or pay any dividends or other Persondistributions (whether in cash, stock or property) in respect of any shares of any Acquired Company; (iv) adopt a plan split, combine or reclassify any Target Shares or any other Equity Interest of liquidationany Acquired Company or issue or authorize the issuance of any other securities in respect of, dissolutionin lieu of or in substitution for the Target Shares or any other Equity Interest of any Acquired Company, mergeror directly or indirectly repurchase, consolidation redeem or otherwise acquire any Target Shares or any other Equity Interest of any Acquired Company (or options, warrants or other reorganizationrights convertible into, exercisable or exchangeable for Target Shares or any other Equity Interest of any Acquired Company); (v) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any Target Shares or equity-based awards (whether payable in cash, securities or otherwise) or any other than Approved Capital ExpendituresEquity Interest of any Acquired Company or any securities convertible into, cause exercisable or permit exchangeable for, or subscriptions, rights, warrants or options to acquire, or other Contracts or commitments of any Company character obligating any of them to make issue or purchase any single capital expenditure such shares or series of related capital expenditures in excess of $100,000 individually other convertible securities, or in amend, accelerate the aggregatevesting of, adjust or modify any Target Shares; (vi) without limiting clause (v) abovewith respect to any Acquired Company, form, or enter into any commitment to form, a subsidiary, or acquire, or enter into any commitment to acquire, an interest in any corporation, association, joint venture, partnership or other than Approved New Theatre Development Expenses, cause business entity or permit division thereof or any Company to pay or incur any New Theatre Development Expenseportion of the assets of the foregoing; (vii) cause make or agree to make any capital expenditure or commitment (i) from any Acquired Company exceeding $10,000,000 individually or $25,000,000 in the aggregate or (ii) that relates to the development of the solar cell facilities by any Acquired Company exceeding $1,000,000; (viii) with respect to any Acquired Company, acquire or agree to acquire or dispose or agree to dispose of (i) assets of any person, other than acquisitions of assets in the ordinary course of business or the disposal of non-material assets of any Acquired Company in the ordinary course of business, or (ii) any Equity Interest in any Person (including any Acquired Company) or any business or operations of any Person; (ix) sell, divest, exclusively license or assign to any Person or enter into any Contract to sell, divest, exclusively license or assign to any Person any rights in, to or under any Acquired Company IP; (x) abandon or allow to lapse or expire any Acquired Company IP, or fail to renew or make any filing or payment necessary in connection with the prosecution or maintenance of any material Acquired Company Registered IP; (xi) with respect to any Acquired Company, (1) incur any Indebtedness in excess of $10,000,000 (or the equivalent amount in local currency at the applicable exchange rate as of the Agreement Date), including by the issuance or sale of any debt securities, (2) create or permit any Lien (other than Permitted Liens) over any material intangible or other asset of any Acquired Company or (3) amend the terms of any outstanding loan agreement or other Contract evidencing Indebtedness; (xii) with respect to incur any Indebtedness Acquired Company, make any loan to any Person other than in the ordinary course of business, purchase debt securities of any Person or guaranty the guarantee any Indebtedness of any other Person; (xiii) commence or settle any Action or threat of any Action by or against any Acquired Company or relating to any of their businesses, properties or assets; (xiv) with respect to any Acquired Company, pay, discharge, release, waive or satisfy any claims, rights or liabilities, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (viii) hire any Business Employee practice of liabilities reflected on the Current Balance Sheets or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000; (ix) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented incurred in the ordinary course of business, consistent with past practice; (x) implement any Business Employee layoffs which would implicate business after the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Balance Sheet Date; (xiixv) with respect to any Acquired Company, adopt or change accounting methods or practices (Aincluding any change in depreciation or amortization policies or rates or any change to practices that would impact the methodology for recognizing revenue) file other than as required by GAAP; (xvi) with respect to any amended Tax ReturnAcquired Company, (B) make, revoke or change any material election in respect of Taxes, adopt or change any taxable period or method of accounting in respect of Taxes, enter into any closing agreement with Contract in respect to Taxes or settle of Taxes, file any Tax audit Return in a manner that is inconsistent with past custom and practice, surrender any right to a tax refund or proceeding relating to the Companiescredit, (C) settle or compromise any claim, audit, litigation or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies in respect of Taxes, make or request any Tax ruling, enter into any Tax sharing or similar Contract or arrangement (other than one arising from an extension customary commercial Contracts entered into in the ordinary course of time business the primary purpose of which is unrelated to file a Tax), enter into any transactions giving rise to deferred gain or loss, or amend any Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiiixvii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take with respect to any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Acquired Company, fail to maintain insurance at less than current levels or (B) participate otherwise in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Companya manner inconsistent with past practice; (xivxviii) issue except as expressly required pursuant to the terms of any Courtesy PassesLabor Agreement, Acquired Company Employee Plan or employment Contract in effect as of the date hereof and disclosed in the Seller Disclosure Statement, (1) adopt, enter into or amend any Labor Agreement, Acquired Company Employee Plan or employment Contract, (2) increase or agree to increase the salaries, bonuses, wage rates, or other compensation or benefits of their respective Employees or consultants (other than in the ordinary course of business consistent with past issuances; orpractice with respect to any active employee who is not a Senior Employee), (3) grant, pay or promise any bonus or other incentive compensation, severance, retention, change in control or other similar arrangement or (4) accelerate any rights, funding or benefits under any Acquired Company Employee Plan or employment Contract or accelerate the time of vesting or payment of any award under any Acquired Company Employee Plan or employment Contract; (xvxix) agreewith respect to any Acquired Company, whether orally or in writingviolate any Customs & Trade Laws, Sanctions, or cause Anti-Money Laundering Laws, Anti-Corruption Laws or instruct conduct., directly or indirectly, any third partybusiness with, to do in, or involving any Sanctioned Jurisdiction, Sanctioned Person or Restricted Person; (xx) (1) hire or engage any Senior Employee or (2) demote or terminate (other than for cause) or otherwise materially modify the terms and conditions of the foregoing.employment of any current Senior Employee;

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a7.01(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7X, without and except (i) with the prior written consent of Buyer Buyers, which consent shall not be unreasonably withheld, conditioned or delayed, (which, in the case of clause (viii) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a)Section 7.01(b) of the Disclosure Schedule, neither Parent nor (iii) as required to consummate the Pre-Closing Reorganization in accordance with the terms of this Agreement or expressly required or contemplated by this Agreement, or (v) as required by applicable Legal Requirement, none of the Group Companies or Blocker will take any Company shall, and Parent and of the Companies shall cause their respective Affiliates not tofollowing actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of any of its Equity Interests or other Personsecurities, or amend any term of any of its outstanding Equity Interests or other securities; (iii) (A) make any declaration or payment of any non-cash dividend or other non-cash distribution with respect to any of its Equity Interests, except for dividends, distributions or payments by one Group Company to another Group Company, or (B) repurchase, redeem, or otherwise acquire or cancel any of its Equity Interests; (iv) adopt (A) become liable in respect of any guarantee of any liability of any other Person (other than a plan guarantee by a Group Company of liquidationa liability of any Group Company and guarantees of any obligations arising under clause (a) of the definition of Debt) or (B) incur, dissolutionassume or become liable in respect of any Debt of the type set forth in clauses (a) and (b) of the definition thereof, merger, consolidation except for Debt that is repaid at or other reorganizationprior to Closing or with respect to which a customary payoff letter is delivered to Buyers prior to the Closing Date providing for the repayment of such Debt; (v) other than Approved Capital Expenditures, cause enter into any transactions with any Affiliate of the Group Companies or permit any Company to make any single capital expenditure or series of related capital expenditures Blocker that will remain in excess of $100,000 individually or in effect after the aggregateClosing; (vi) without limiting clause (vA) abovemerge or consolidate with any Person; (B) acquire any Assets, other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense; (vii) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date except in the ordinary course of business consistent with past practice; or (C) make any loan, advance or capital contribution to, or acquire any Equity Interests in, any Person (other than loans and advances to employees and independent contractors in the ordinary course of business consistent with past practice); (vii) sell or otherwise dispose of any of its Assets, except in the ordinary course of business consistent with past practice or for the relocation of any Franchises; (viii) hire any Business Employee or independent contractor with annual base (A) except for compensation or consulting fees in excess benefits that would be Company Transaction Expenses, increase any benefits under any Benefit Plan or increase the compensation payable or paid, whether conditionally or otherwise, to any employee of $100,000, a Group Company with a title of director or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000; higher (ixother than (x) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented adopted in the ordinary course of business, business consistent with past practice; practice with respect to non-officer employees whose annual base compensation does not exceed $[Redacted dollar amount] after such increase or (xy) implement any Business Employee layoffs which would implicate increase in benefits or compensation required by Legal Requirements or pursuant to the Worker Adjustment and Retraining Notification Act terms of 1988 or any similar Law (collectively, the “WARN Act”an existing Benefit Plan that has been made available to Buyer), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Date; (xii) (A) file any amended Tax Return, ; (B) enter into hire or engage, or terminate (other than a termination for cause) the employment or engagement of any closing agreement employee, officer, director or independent contractor of a Group Company (other with respect to Taxes or settle any Tax audit or proceeding relating to the Companiesnon-officer employees whose annual base compensation does not exceed $[Redacted dollar amount]), (C) consent make or forgive any loan to any extension employee, officer, director or waiver independent contractor of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), Group Company or (D) settle adopt, terminate or compromise of amend any Tax liabilitymaterial Benefit Plan, except in each case of clauses (A) through (D) above, except as required under the terms of any Contract in effect as of the date of this Agreement; (ix) make any change in its methods of financial accounting or financial accounting practices (except as required by changes in GAAP), to the extent relating to or make or revoke any material Tax elections; (x) amend or waive any real or personal property Tax applicable material rights under any Disclosed Contracts; (xi) sell, assign, transfer, lease, license, encumber, abandon, forfeit, permit to the Purchased Assetslapse, or (y) sales and use Taxes otherwise dispose of the Companiesrights to use any material Company Intellectual Property (other than non-exclusive licenses to customers in the ordinary course of business); (xii) disclose any of its material trade secrets to a third party other than pursuant to a written confidentiality agreement of standard form; (xiii) directly make any material change in its policies and practices regarding accounts receivable or indirectly (A) solicit, initiate accounts payable or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed fail to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate manage working capital materially in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Companyaccordance with past practices; (xiv) issue settle, agree to settle, pay, discharge, satisfy, waive or otherwise compromise any Courtesy Passes, pending or threatened Actions involving an amount in excess of $100,000 individually or $200,000 in the aggregate; (xv) permit any of its material Assets to become subject to an Encumbrance (other than in the ordinary course a Permitted Encumbrance); (xvi) write up or write down any of business consistent its Assets or revalue its inventory (except as required under GAAP); (xvii) enter into or negotiate any agreement with past issuancesa labor union, works council or other employee representative body; or (xvxviii) agree, whether orally agree or in writing, or cause or instruct any third party, commit to do any of the foregoingthings referred to elsewhere in this Section 7.01(b).

Specific Prohibitions. Without limiting Except for those actions or omissions (i) as set forth in Schedule 4.1, (ii) required or expressly permitted by the generality terms of this Agreement or effect of Section 5.4(aapplicable Legal Requirements, or (iii) consented to by the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed), during the period from the date of this Agreement and continuing until the Closing, or earlier of the earlier termination of this Agreement in accordance with Article 7pursuant to its terms or the Closing, without each of the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion), and except to the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent hereby agrees not to do (and hereby agrees to cause its respective Subsidiaries not to do) any of the Companies shall cause their respective Affiliates not tofollowing: (i) amend or modify any provision of the Governing Documents of any CompanyAmend its Charter Documents; (ii) sellPurchase, license, lease, transfer, assign, abandon redeem or otherwise dispose acquire, directly or indirectly, any capital stock or other equity interest of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of businessitself; (iii) cause Declare, set aside or permit pay any Company to dividends on or make any acquisition other distributions (whether in cash, stock, equity securities or property) in respect of all or any material part of the assets, properties, capital stock or other Equity Interests equity interest, or business split, combine or reclassify any equity interest or issue or authorize the issuance of any other Personsecurities in respect of, in lieu of or in substitution for any capital stock or other equity interest; (iv) adopt a plan Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of liquidationthe foregoing with respect to, dissolution, merger, consolidation any capital stock or other reorganizationequity interest or any securities convertible into or exchangeable for any capital stock or other equity interest, or subscriptions, rights, warrants or options to acquire any capital stock or other equity interest, or any securities convertible into or exchangeable for any capital stock or other equity interest, or enter into other agreements or commitments of any character obligating it to issue any such capital stock or other equity interests or convertible or exchangeable securities; (v) Acquire or agree to acquire by merger or consolidation of any Subsidiary with, or by purchasing any equity interest in or a material portion of the assets of, or by any other than Approved Capital Expendituresmanner, cause any business or permit any Company corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to make acquire outside the ordinary course of business any single capital expenditure or series of related capital expenditures in excess of $100,000 assets which are material, individually or in the aggregate, to its business, taken as a whole, as applicable, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict its ability to compete or to offer or sell any products or services to other Persons. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the acquired, merged, or consolidated entity be included in the Proxy Statement/Prospectus; (vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause Form or permit establish any Company to pay or incur any New Theatre Development Expense; (vii) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date Subsidiary except in the ordinary course of business consistent with past practiceprior practice or in connection with an acquisition permitted by this Section 4.1(b); (vii) Merge or consolidate with any Person, or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization; (viii) hire any Business Employee Sell, lease, license, encumber or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service otherwise dispose of any Business Employee properties or independent contractor with annual base compensation assets, except the sale, lease or consulting fees disposition of property or assets in excess the ordinary course of $200,000business that are not material, individually or in the aggregate, to its business; (ix) implement Close any increase to the Compensation facility or discontinue any material line of business or any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practicematerial business operations; (x) implement Make capital expenditures that in any Business Employee layoffs which would implicate instance exceed by more than 10% the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Unionpreviously budgeted amount; (xi) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into, adopt, terminate, modify, supplement, renew into any “keep well” or amend other agreement to maintain any Material Contract financial statement condition or enter into any Contract included in arrangement having the Assigned Contracts as economic effect of any of the Agreement Dateforegoing; (xii) (A) file Except as required by Legal Requirements, establish or increase any amended Tax Returnbenefits under any Employee Plan, (B) grant any severance or termination pay, pay any special bonus or special remuneration, or increase the compensation payable or paid, whether conditionally or otherwise, to any of its employees, officers, directors or consultants, other than normal annual increases not exceeding 5%, or enter into or adopt any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return)new severance plan, or (D) settle or compromise of any Tax liabilityamend, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assetsmodify, or (y) sales and use Taxes of the Companiesalter in any material respect any Employee Plan; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take Enter into any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal employment contract or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, collective bargaining agreement other than in the ordinary course of business consistent with past issuancespractices; (xiv) Waive any stock repurchase rights, accelerate, amend or (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any Employee Plan or authorize cash payments in exchange for any options granted under any Employee Plan; (xv) Pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction of any claims, liabilities, or obligations in the ordinary course of business consistent with past practice, or (ii) waive the benefits of, agree to modify in any material manner, terminate, release any Person from or knowingly fail to enforce any confidentiality or similar agreement to which it or any of its Subsidiaries is a party or of which it or any of its Subsidiaries is a beneficiary (other than with customers and other counterparties in the ordinary course of business consistent with past practices); (xvi) Modify in any material respect or terminate any Disclosed Contract, or waive, delay the exercise of, release or assign any material rights or claims thereunder; (xvii) Incur or enter into any Contractual Obligation other than in the ordinary course of business consistent with past practices requiring it to pay in excess of $5,000,000 in any 12-month period; (xviii) Abandon, dispose of, allow to lapse, transfer, sell, assign, or exclusively license to any Person or otherwise extend, amend or modify any existing or future Intellectual Property Rights or material assets; (xix) Terminate, cancel or let lapse, in each case voluntarily, any of its material existing insurance policies or any of its respective properties, assets and businesses, unless substantially concurrently with such termination, cancellation or lapse, it enters into a replacement policy or policies underwritten by reputable insurance companies providing coverage at least substantially equal in all material respects to the coverage under the terminated, canceled or lapsed policy; (xx) Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than the payment of salary and benefits and the advancement of expenses in the ordinary course of business consistent with prior practice; (xxi) Except as required by Legal Requirements or U.S. GAAP (including in response to any SEC SPAC Accounting Changes), revalue any of its assets in any manner or make any change in accounting methods, principles or practices; (xxii) Make, revoke, amend, or rescind any Tax elections or Tax compromise with any Governmental Authority, execute any waiver of restrictions on assessment or collection of any Tax, or change any method of accounting for Tax purposes or prepare or file any Tax Return in a manner inconsistent with past practice, fail to pay any Tax when due (including any estimated Tax payments), claim any Tax credits or defer any Tax payments under any COVID-19 Response Law, or enter into any Tax sharing, Tax allocation, Tax receivable or Tax indemnity agreement; (xxiii) Take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (xxiv) Engage any investment banker, financial advisor, broker, or finder or enter into any agreement with any Person which will result in the obligation to pay any finder’s fee, brokerage fees, commission, or similar compensation in connection with the Transactions; or (xvxxv) agree, whether orally Agree in writing or in writing, otherwise agree or cause or instruct any third party, commit to do take any of the foregoingactions described in Section 4.1(b)(i) through (xxiv) above.

Specific Prohibitions. Without limiting Except as required or permitted by the generality or effect of Section 5.4(a), from the date terms of this Agreement until the Closing, or the earlier termination of this Agreement as set forth in accordance with Article 7Schedule 5.1 hereto, without the prior written consent of Buyer (which, in the case of clause a request by the Company or Seller) or an Acquired Company (viin the case of a request by Buyer) below(which consent shall not be unreasonably withheld, Buyer may grant conditioned or withhold in delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its sole discretionterms or the Closing, Seller and the Company (on its behalf and on behalf of each Acquired Company), and except to Buyer shall not do any of the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent and the Companies shall cause their respective Affiliates not tofollowing: (i) Waive any stock repurchase rights, accelerate, amend or modify (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any provision employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of the Governing Documents of any Companysuch plans; (ii) Abandon, allow to lapse, transfer, sell, assign, or license to any Person or otherwise extend, amend or modify any material Intellectual Property Rights or enter into grants to transfer or license to any Person future patent rights, other than in the Ordinary Course of Business, provided that in no event shall the Acquired Companies license on an exclusive basis or sell, transfer, or otherwise dispose of or abandon any Intellectual Property Rights or material assets of the Acquired Companies; (iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any Equity Interest (other than any such dividend or distribution by an Acquired Company to the Company or another such Acquired Company), or split, combine or reclassify any Equity Interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any Equity Interest; (iv) Purchase, redeem or otherwise acquire, directly or indirectly, any Equity Interest of an Acquired Company or Buyer; (v) Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any Equity Interest or any securities convertible into or exchangeable for Equity Interests, or subscriptions, rights, warrants or options to acquire any Equity Interests or any securities convertible into or exchangeable for Equity Interests, or enter into other agreements or commitments of any character obligating it to issue any such Equity Interests or convertible or exchangeable securities; (vi) Amend its Organizational Documents; (vii) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire outside the ordinary course of business any assets which are material, individually or in the aggregate, to the business of Buyer or the Company, taken as a whole, as applicable, or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict such Party’s ability to compete or to offer or sell any products or services to other Persons. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the acquired, merged, or consolidated entity be included in the Proxy Statement; (viii) Sell, lease, license, lease, transfer, assign, abandon encumber or otherwise dispose of any of the Purchased Assetsproperties or assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory except (A) sales in the ordinary course Ordinary Course of business; Business, and (iiiB) cause the sale, lease or permit any Company to make any acquisition disposition of all property or any material part of the assetsassets that are not material, properties, capital stock or other Equity Interests or business of any other Person; (iv) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization; (v) other than Approved Capital Expenditures, cause or permit any Company to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or in the aggregate, to the business of such Party; (viix) without limiting clause Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons (v) above, other than Approved New Theatre Development ExpensesAffiliates in the Ordinary Course of Business), cause issue or permit sell any Company debt securities or options, warrants, calls or other rights to pay acquire any debt securities of Buyer or incur an Acquired Company, as applicable, enter into any New Theatre Development Expense“keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing; (viix) cause Increase any benefits under any Employee Plan, grant any severance or permit termination pay, pay any Company special bonus or special remuneration, or increase the Compensation payable or paid, whether conditionally or otherwise, to incur any Indebtedness employee, officer, director or guaranty the Indebtedness consultant of any other Person, of the Acquired Companies (other than Indebtedness (A) any increase adopted in the Ordinary Course of Business or (B) any increase in benefits or Compensation required by Legal Requirements or required pursuant to the terms of an existing Employee Plan, an existing employment, consulting, change of control, severance or similar agreement, or any transaction bonus agreement with any current or former director, officer, employee or consultant), or enter into or adopt any new severance plan, or amend, modify, or alter in any material respect any Employee Plan (xi) Enter into any employment contract or collective bargaining agreement (other than in the Ordinary Course of Business consistent with past practice); (xii) Pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction of any claims, liabilities, or obligations in the Ordinary Course of Business consistent with past practices or in accordance with their terms, or recognized or disclosed in the Financials or in the Buyer SEC Reports, as applicable, or incurred since the date of such financial statements, or (ii) waive the benefits of, agree to modify in any material manner, terminate, release any Person from or knowingly fail to enforce any material confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party or of which the Company any of its Subsidiaries is a beneficiary (other than with customers and borrowings under lines of credit in place on the Agreement Date other counterparties in the ordinary course of business consistent with past practicepractices) or to which Buyer is a party or a beneficiary, as applicable; (viiixiii) hire Except in the Ordinary Course of Business consistent with past practices, modify in any material respect or terminate (other than in accordance with its terms) any Disclosed Contract, or waive, delay the exercise of, release or assign any material rights or claims thereunder; (xiv) Except as required by law, GAAP, or SFRS, revalue any of its assets in any material manner or make any material change in accounting methods, principles or practices; (xv) Except in the Ordinary Course of Business Employee consistent with past practices or independent contractor with annual base compensation except on terms substantially similar to any of the draft contracts disclosed in the Data Room, incur or consulting fees enter into any Contractual Obligation requiring such Party to pay in excess of $100,000, or terminate the employment or service of 1,000,000 in any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,00012 month period; (ixxvi) implement Make, revoke, amend, or rescind any increase to the Compensation Tax elections or compromise with any Tax Authority, execute any waiver of restrictions on assessment or collection of any Business EmployeeTax, other than increases or change any method of accounting for Tax purposes or prepare or file any Tax Return in Compensation implemented in the ordinary course of business, consistent a manner inconsistent with past practice; (xxvii) implement Form or establish any Subsidiary except in the Ordinary Course of Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 consistent with prior practice or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Unionas contemplated by this Agreement; (xixviii) enter into, adopt, terminate, modify, supplement, renew Make capital or amend any Material Contract or any Contract included operating expenditures in the Assigned Contracts as excess of the Agreement Datepreviously budgeted amounts; (xiixix) Enter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than (A) file any amended Tax Return, (B) enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver payment of salary and benefits and the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension advancement of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than expenses in the ordinary course of business consistent with past issuancesprior practice or (B) such distributions or advancements by an Acquired Company to the Company or another Acquired Company (xx) other than as in the Ordinary Course of Business (A) open any facility or enter into any material new line of business that is materially different from the Business or (B) close any facility or discontinue any material line of business or any material business operations; or (xvxxi) agree, whether orally Agree in writing or in writing, otherwise agree or cause or instruct any third party, commit to do take any of the foregoingactions described in Section 5.1(b)(i) through (xx) above.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a7.1(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7X, without except (A) to the prior written consent extent described on Section 7.1 of the Disclosure Schedule, (B) as otherwise expressly permitted or required by this Agreement, (C) as required by any Applicable Law or applicable Governmental Order; provided that Seller will promptly notify Buyer of such action required by such Applicable Law or applicable Governmental Order, (which, D) in connection with actions taken in response to a business emergency or safety concern; provided that Seller will promptly notify the case Buyer of clause (vi) below, Buyer may grant such action required by any such business emergency or withhold in its sole discretionsafety concern), and except (E) as consented to or approved by Buyer in writing, which consent shall not be unreasonably withheld, conditioned or delayed, no Target Company shall take any of the extent specifically described on Schedule 5.4(a), neither Parent nor any Company shall, and Parent and the Companies shall cause their respective Affiliates not to:following actions: ​ (i) amend its Organizational Documents, effect any split, combination, reclassification or modify similar action with respect to its Equity Interests or adopt or carry out any provision plan of the Governing Documents of any Company;complete or partial liquidation or dissolution; ​ (ii) issue, sell, license, lease, transfer, assign, abandon grant or otherwise dispose of any of the Purchased Assetsits Equity Interests, or mortgage, pledge or impose amend any Lien upon term of any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of businessits outstanding Equity Interests; (iii) cause or permit any Company to (A) make any acquisition declaration or payment of all any dividend or other distribution with respect to any material part of its capital stock other than to an Affiliate; or (B) repurchase, redeem, or otherwise acquire or cancel any of its Equity Interests (except in connection with the termination of any employee or consultant of the assets, properties, capital stock Target Companies or other Equity Interests or business of any other Person;as otherwise set forth on Schedule 7.1(b)(iii) attached hereto); ​ (iv) adopt a plan become liable in respect of liquidationany guarantee of any material Liability or incur, dissolution, merger, consolidation assume or other reorganizationotherwise become liable in respect of any Indebtedness (except for letters of credit and borrowings in the Ordinary Course of Business); (v) (A) merge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of inventory and other Assets in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, or acquire any Equity Interests in, any Person (other than Approved Capital Expendituresloans and advances to employees in the Ordinary Course of Business); ​ (vi) sell or otherwise dispose of any of its material Assets except in the Ordinary Course of Business; ​ (vii) fail to maintain the Assets of the Target Companies in good condition and state of repair, cause or permit any Company subject to ordinary wear and tear; ​ (viii) make any single capital expenditure or series of related capital expenditures commitment that irrevocably commits the Target Companies to expend after the Closing in excess of $100,000 individually or in 500,000 except as set forth on Section 7.1(b)(viii) of the aggregate; (vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense; (vii) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course of business consistent with past practice; (viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000Disclosure Schedule; (ix) implement take any increase action or inaction that would reasonably be expected to the Compensation of any Business Employee, other than increases in Compensation implemented result in the ordinary course failure of business, consistent with past practice;a Target Company to preserve and maintain all of its material Permits; ​ (x) implement materially increase any Business benefits under any Employee layoffs which would implicate Plan or materially increase the Worker Adjustment and Retraining Notification Act Compensation payable or paid, whether conditionally or otherwise, to any management employee, officer or director of 1988 the Target Companies (other than (A) any increase adopted in the Ordinary Course of Business, (B) any increase in benefits or Compensation required by Applicable Law or required pursuant to the terms of an existing Employee Plan or an existing employment, consulting, indemnification, change of control, severance or similar agreement with any similar Law (collectivelycurrent or former director, the “WARN Act”)officer, employee or consultant, or enter into, amend or extend any collective bargaining agreement or other Contract (C) transaction bonuses payable in connection with any Union;the Closing); ​ (xi) enter intoexcept to the extent required by Applicable Law, adopt, terminate, (i) modify, supplementextend, renew amend, negotiate, terminate or amend enter into any Material Contract Collective Bargaining Agreement or (ii) recognize or certify any Contract included in labor union, labor organization, works council, employee representative body or group of employees as the Assigned Contracts as bargaining representative for any employee of the Agreement Date;any Target Company; ​ (xii) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor of any Target Company; ​ (xiii) implement any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions in each case that would reasonably be expected to implicate WARN; ​ (xiv) make any material change in its methods of accounting or accounting practices (except as required by changes in GAAP); ​ (xv) settle, agree to settle or waive any pending Actions (A) file any amended Tax Return, involving potential payments to the Target Companies or by the Target Companies after the Closing which are either in excess of $500,000 or not otherwise in the Ordinary Course of Business of the Target Companies or (B) that admit liability or consent to non-monetary relief; ​ (xvi) change or revoke any Tax election; change any method of accounting for Tax purposes; or settle any Action in respect of Taxes; ​ (xvii) enter into any closing agreement with respect to Taxes material new line of business that is materially different from the Business or settle discontinue any Tax audit material line of business or proceeding relating to the Companies, any material business operations; ​ (Cxviii) consent to any extension license or waiver otherwise dispose of the limitation period applicable rights to use any Tax claim material patent, material trademark included in the Company Intellectual Property Rights or assessment relating to the Companies (other material Company Intellectual Property Right other than one arising from an extension pursuant to non-exclusive licenses of time Company Intellectual Property Rights granted in the Ordinary Course of Business or disclose material trade secrets to file a Tax Return), third party other than pursuant to a confidentiality agreement; or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies;​ (xiiixix) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take enter into any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than in the ordinary course of business consistent with past issuances; or (xv) agree, whether orally or in writing, or cause or instruct any third party, Contractual Obligation to do any of the foregoingthings referred to elsewhere in this Section 7.1(b).

Specific Prohibitions. Without limiting Except as required or permitted by the generality or effect of Section 5.4(a), from the date terms of this Agreement until or as set forth in Section 6.1 of the Closing, or the earlier termination of this Agreement in accordance with Article 7Buyer Disclosure Schedule, without the prior written consent of Buyer the Company and Midco (whichwhich consent shall not be unreasonably withheld, in the case of clause (vi) below, Buyer may grant conditioned or withhold in its sole discretiondelayed), during the period from the date of this Agreement and except continuing until the earlier of the termination of this Agreement pursuant to its terms or the extent specifically described on Schedule 5.4(a)Closing, neither Parent nor the Buyer and Merger Sub shall not do any Company shall, and Parent and of the Companies shall cause their respective Affiliates not tofollowing: (i) Waive any stock repurchase rights, accelerate, amend or modify (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any provision employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of the Governing Documents of any Companysuch plans; (ii) Abandon, allow to lapse, transfer, sell, assign, or license to any Person or otherwise extend, amend or modify any material Intellectual Property Rights or enter into grants to transfer or license to any Person future patent rights, other than in the Ordinary Course of Business; (iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any Equity Interest, or split, combine or reclassify any Equity Interest or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any Equity Interest; (iv) Purchase, redeem or otherwise acquire, directly or indirectly, any Equity Interest of a Buyer Subsidiary; (v) Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any Equity Interest or any securities convertible into or exchangeable for Equity Interests, or subscriptions, rights, warrants or options to acquire any Equity Interests or any securities convertible into or exchangeable for Equity Interests, or enter into other agreements or commitments of any character obligating it to issue any such Equity Interests or convertible or exchangeable securities; (vi) Amend its Organizational Documents; (vii) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire outside the Ordinary Course of Business any assets which are material, individually or in the aggregate, to the business of Buyer or enter into any joint ventures, strategic partnerships or alliances, or other arrangements that provide for exclusivity of territory or otherwise restrict the Buyer’s ability to compete or to offer or sell any products or services to other Persons. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the acquired, merged, or consolidated entity be included in the Proxy Statement; (viii) Sell, lease, license, lease, transfer, assign, abandon encumber or otherwise dispose of any properties or assets, except (A) sales in the Ordinary Course of Business, and (B) the sale, lease or disposition of property or assets that are not material, individually or in the aggregate, to the business of the Purchased AssetsBuyer; (ix) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons (other than Affiliates in the Ordinary Course of Business), issue or mortgagesell any debt securities or options, pledge warrants, calls or impose other rights to acquire any Lien upon debt securities of Buyer, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the Purchased Assetsforegoing; (x) Pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation for an amount greater than $100,000 (whether or not commenced prior to the date of this Agreement) other than the sale payment, discharge, settlement or satisfaction of Concession Inventory any claims, liabilities, or obligations in the ordinary course Ordinary Course of businessBusiness consistent with past practices or in accordance with their terms, or recognized or disclosed in the Buyer SEC Reports, or incurred since the date of such financial statements, or waive the benefits of, agree to modify in any material manner, terminate, release any Person from or knowingly fail to enforce any material confidentiality or similar agreement to which the Buyer is a party or a beneficiary; (iiixi) cause Except as required by Legal Requirements or permit GAAP, revalue any Company to of its assets in any material manner or make any acquisition of all material change in accounting methods, principles or any material part of the assets, properties, capital stock or other Equity Interests or business of any other Personpractices; (ivxii) adopt a plan Except in the Ordinary Course of liquidationBusiness consistent with past practices, dissolution, merger, consolidation incur or other reorganizationenter into any Contractual Obligation requiring the Buyer to pay in excess of $1,000,000 in any 12 month period; (vxiii) other than Approved Capital ExpendituresMake, cause revoke, amend, or permit rescind any Company to make Tax elections, enter into or amend any single capital expenditure agreement or series settlement or compromise with any Taxing Authority, execute any waiver of related restrictions on assessment or collection of any Tax, or change any method of accounting for Tax purposes or prepare or file any Tax Return in a manner materially inconsistent with past practice, except as required by Legal Requirements; (xiv) Form or establish any Subsidiary except in the Ordinary Course of Business consistent with prior practice or as contemplated by this Agreement; (xv) Make capital expenditures in excess of $100,000 individually or in the aggregatepreviously budgeted amounts; (vixvi) without limiting clause (v) aboveEnter into any material transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense; (viiA) cause or permit any Company to incur any Indebtedness or guaranty the Indebtedness payment of any other Person, other than Indebtedness salary and borrowings under lines benefits and the advancement of credit in place on the Agreement Date expenses in the ordinary course of business consistent with past practice; (viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000; (ix) implement any increase to the Compensation of any Business Employee, other than increases in Compensation implemented in the ordinary course of business, consistent with past practice; (x) implement any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Date; (xii) (A) file any amended Tax Return, (B) enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, prior practice or (B) participate loans from Affiliates for working capital purposes made in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition strict compliance with the provisions of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than in the ordinary course of business consistent with past issuancesSection 7.13; or (xv) agree, whether orally or in writing, or cause or instruct any third party, to do any of the foregoing.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a6.02(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7IX, without the prior written consent of Buyer (which, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion)Parent, and except to the extent specifically described on Schedule 5.4(a6.02(a), neither Parent nor any the Company shallshall not, and Parent and the Companies Company shall not cause their respective Affiliates not or permit any of its Subsidiaries to, take any of the following actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify any provision of the Governing Documents of any Company; (ii) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of the Purchased Assets, or mortgage, pledge or impose any Lien upon any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of business; (iii) cause or permit any Company similar action with respect to make any acquisition of all or any material part of the assets, properties, its capital stock or other Equity Interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose of any of its Equity Interests or other Personsecurities, or, except as required hereunder, amend any term of any of its outstanding Equity Interests or other securities; (iii) (A) make any declaration or payment of, or set aside funds for, any dividend or other distribution with respect to any of its capital stock or other Equity Interests; or (B) repurchase, redeem, or otherwise acquire or cancel any of its capital stock or other Equity Interests; (iv) adopt a plan become liable in respect of liquidationany Guarantee or incur, dissolutionassume or otherwise become liable in respect of any Debt (except for borrowings of revolving loans in the Ordinary Course of Business under the Second Amended and Restated Loan and Security Agreement dated as of April 14, merger, consolidation or other reorganization2009 by and among the Company and Silicon Valley Bank); (v) (A) merge or consolidate with any Person; (B) acquire any material Assets (including any Intellectual Property), except for acquisitions of inventory, equipment and raw materials in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, acquire any Equity Interests in, or otherwise make any investment in, any Person (other than Approved Capital Expenditures, cause or permit any Company loans and advances to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or employees in the aggregateOrdinary Course of Business in an aggregate amount at any one time outstanding of not more than $50,000); (vi) without limiting clause permit any of its material Assets to become subject to an Encumbrance (vother than a Permitted Encumbrance) aboveor sell, lease, license or otherwise dispose of any of its material Assets (including any Intellectual Property), other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expensesales of inventory in the Ordinary Course of Business; (vii) cause repay, prepay or permit otherwise discharge or satisfy any Company to incur any Indebtedness Debt or guaranty the Indebtedness of any other Personmaterial Liabilities, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date in the ordinary course Ordinary Course of business consistent with past practiceBusiness, or waive, cancel or assign any claims or rights of substantial value other than in the Ordinary Course of Business; (viii) hire make any Business Employee or independent contractor capital expenditures, other than with annual base compensation or consulting fees respect to instruments and inventory, that are in the aggregate in excess of $100,000, or terminate 50,000 (other than capital expenditures contemplated by the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000capital expenditure budget attached as Schedule 6.02(b)(viii)); (ix) implement increase any benefits under any Employee Plan or increase the Compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director, independent contractor or consultant of the Company (other than (A) any increase to adopted in the Ordinary Course of Business in respect of the annual base Compensation of any Business Employeeemployee whose annual base Compensation does not exceed $100,000 after giving effect to such increase or (B) any increase in benefits or Compensation required by Legal Requirements or required pursuant to the terms of an existing Employee Plan or an existing employment, other than increases consulting, indemnification, change of control, severance or similar agreement, as presently in Compensation implemented in effect, with any current or former director, officer, employee, independent contractor or consultant so long as such Employee Plan or agreement has been disclosed as of the ordinary course date of business, consistent with past practicethis Agreement to the Buyer Parties on a Schedule to this Agreement); (x) implement hire any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act of 1988 employee, officer, director, independent contractor or any similar Law (collectivelyconsultant whose annual base Compensation exceeds $100,000, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any Unionthan a single individual to be employed as Vice President International; (xi) make any material change in its methods of accounting or accounting practices (including with respect to reserves) or its pricing policies, payment or credit practices, fail to pay any creditor any material amount owed to such creditor when due or grant any extensions of credit other than in the Ordinary Course of Business; (xii) settle, agree to settle, waive or otherwise compromise any pending or threatened Actions (A) involving potential payments by or to the Company or any of its Subsidiaries of more than $100,000 in aggregate, (B) that admit liability or consent to non-monetary relief, or (C) that otherwise are or would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or the Business; (xiii) make, change or revoke any material Tax election; elect or change any method of accounting for Tax purposes; settle any Tax Contest; or enter into any Contractual Obligation in respect of Taxes with any Governmental Authority; (xiv) open any Facility, or enter into any new line of business, or introduce any material new products or services or close any Facility or discontinue any line of business or any material business operations; (xv) enter into, adopt, terminate, modify, supplement, renew or amend in any material respect (including by accelerating material rights or benefits under) any Material Contract or any Contract included Company Contracts other than the entry into of new distribution agreements in the Assigned Contracts as Ordinary Course of the Agreement DateBusiness; (xiixvi) write up or write down any of its material Assets or revalue its inventory; (Axvii) file open any amended Tax Returnnew bank or deposit accounts (or materially change any existing arrangements with respect to any existing bank or deposit accounts) or grant any new powers of attorney; (xviii) allow any Company Intellectual Property to expire, lapse or otherwise abandon or be dedicated to the public domain; (Bxix) enter into any closing agreement with respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company; (xiv) issue any Courtesy Passes, other than in the ordinary course of business consistent with past issuances; or (xv) agree, whether orally or in writing, or cause or instruct any third party, Contractual Obligation to do any of the foregoingthings referred to elsewhere in this Section 6.02(b); or (xx) take or omit to take any other action the taking or omission of which would cause any of the representations and warranties in Article IV to be untrue at, or as of any time prior to, the Closing Date.

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a7.1(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7X, without except (A) to the prior written consent extent described on Section 7.1 of Buyer the Disclosure Schedule, (whichB) as otherwise contemplated, permitted or required by this Agreement, (C) as may be required to comply with any Disclosed Contractual Obligation, (D) as required by any Applicable Law or applicable Governmental Order (including COVID-19 Measures), (E) in the case of clause connection with actions taken in response to a business emergency or other unforeseen operational matters (vi) below, Buyer may grant or withhold in its sole discretionincluding COVID-19 Measures), and except (F) as consented to or approved by Buyer in writing, which consent shall not be unreasonably withheld, conditioned or delayed, the extent specifically described on Schedule 5.4(a), neither Parent nor Company shall not take any Company shall, and Parent and of the Companies shall cause their respective Affiliates not tofollowing actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or modify similar action with respect to its capital stock or adopt or carry out any provision plan of the Governing Documents of any Companycomplete or partial liquidation or dissolution; (ii) issue, sell, license, lease, transfer, assign, abandon grant or otherwise dispose of any of the Purchased Assetsits capital stock, or mortgage, pledge or impose amend any Lien upon term of any of the Purchased Assets, other than the sale of Concession Inventory in the ordinary course of businessits outstanding capital stock; (iii) cause or permit any Company to (A) make any acquisition declaration or payment of all any dividend or other distribution with respect to any material part of its capital stock; or (B) repurchase, redeem, or otherwise acquire or cancel any of its capital stock (except in connection with the termination of any employee or consultant of the assets, properties, capital stock Company or other Equity Interests or business of any other Personas otherwise set forth on Schedule 7.1(b)(iii) hereto); (iv) adopt a plan become liable in respect of liquidationany guarantee of any material Liability or incur, dissolution, merger, consolidation assume or other reorganizationotherwise become liable in respect of any Indebtedness (except for letters of credit and borrowings in the Ordinary Course of Business); (v) enter into any transactions with any Affiliate of the Company other than Approved Capital Expenditures, cause or permit any Company to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or in the aggregateon an arms’ length basis; (vi) without limiting clause (vA) abovemerge or consolidate with any Person; (B) acquire any material Assets, except for acquisitions of Assets in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, or acquire any Equity Interests in, any Person (other than Approved New Theatre Development Expenses, cause or permit any Company loans and advances to pay or incur any New Theatre Development Expenseemployees in the Ordinary Course of Business); (vii) cause sell or permit any Company to incur any Indebtedness or guaranty the Indebtedness otherwise dispose of any other Person, other than Indebtedness and borrowings under lines of credit in place on the Agreement Date its material Assets except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viii) hire make any Business Employee or independent contractor with annual base compensation or consulting fees capital expenditure commitment that irrevocably commits the Company to expend after the Closing in excess of $100,000, or terminate 500,000 over the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000budgeted amount for the current fiscal year; (ix) implement materially increase any benefits under any Employee Plan or materially increase the Compensation payable or paid, whether conditionally or otherwise, to any management employee, officer, director or consultant of the Company (other than (A) any increase adopted in the Ordinary Course of Business or (B) any increase in benefits or Compensation required by Applicable Law or required pursuant to the Compensation terms of an existing Employee Plan or an existing employment, consulting, indemnification, change of control, severance or similar agreement with any Business Employeecurrent or former director, other than increases in Compensation implemented in the ordinary course of businessofficer, consistent with past practiceemployee or consultant); (x) implement make any Business Employee layoffs which would implicate the Worker Adjustment and Retraining Notification Act material change in its methods of 1988 accounting or any similar Law accounting practices (collectively, the “WARN Act”except as required by changes in GAAP), or enter into, amend or extend any collective bargaining agreement or other Contract with any Union; (xi) enter intosettle, adopt, terminate, modify, supplement, renew agree to settle or amend waive any Material Contract pending Actions (A) involving potential payments to the Company or any Contract included by the Company after the Closing which are either in excess of $500,000 or not otherwise in the Assigned Contracts as Ordinary Course of Business of the Agreement DateCompany or (B) that admit liability or consent to non-monetary relief; (xii) (A) file change or revoke any amended material Tax Return, (B) election; change any material method of accounting for Tax purposes; settle any Action in respect of Taxes; or enter into any closing agreement Contractual Obligation in respect of Taxes with respect to Taxes or settle any Tax audit or proceeding relating to the CompaniesGovernmental Authority, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D)case, solely to the extent relating such action is reasonably expected to (x) any real or personal property increase the Tax applicable to the Purchased Assets, or (y) sales and use Taxes Liability of the CompaniesCompany in respect of a Post-Closing Tax Period; (xiii) directly enter into any material new line of business that is materially different from the Business or indirectly (A) solicit, initiate or encourage (including by way discontinue any material line of furnishing information that has not been previously publicly disseminated), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal business or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Companymaterial business operations; (xiv) issue terminate any Courtesy Passes, Disclosed Contractual Obligations other than the termination of any medical director agreements or leases that management reasonably determines to be necessary or advisable in the ordinary course of business consistent with past issuancesthe operation of the business; (xv) license or otherwise dispose of the rights to use any material patent, material trademark included in the Company Intellectual Property Rights or other material Company Intellectual Property Right other than pursuant to non-exclusive licenses of Company Intellectual Property Rights granted in the Ordinary Course of Business or disclose material trade secrets to a third party other than pursuant to a confidentiality agreement; or (xvxvi) agree, whether orally or in writing, or cause or instruct enter into any third party, Contractual Obligation to do any of the foregoingthings referred to elsewhere in this Section 7.1(b).

Specific Prohibitions. Without limiting the generality or effect of Section 5.4(a5.02(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7VII, without the prior written consent of Buyer (whichthe Purchaser, in the case of clause (vi) below, Buyer may grant or withhold in its sole discretion)Company shall not, and except to the extent specifically described on Schedule 5.4(a)Company shall not cause or permit any of the other Company Entities to, neither Parent nor take any Company shall, and Parent and of the Companies shall cause their respective Affiliates not tofollowing actions: (i) amend establish a record date for, declare, set aside, make or modify pay any provision distribution in respect of the Governing Documents equity interests of the Company or repurchase, redeem or otherwise acquire any Companyoutstanding equity interests or other securities of, or other ownership interests in, the Company other than pursuant to its equity incentive plans; (ii) sell, license, lease, transfer, assignissue, abandon sell or otherwise dispose of any equity interests of the Purchased AssetsCompany or its Subsidiaries or grant options, warrants, calls, phantom shares, profit participation or mortgage, pledge other rights to purchase or impose any Lien upon any otherwise acquire equity interests of the Purchased Assets, Company other than the sale of Concession Inventory in the ordinary course of businesspursuant to its equity incentive plans; (iii) cause except in connection with a merger of wholly owned Subsidiaries, effect any recapitalization, reclassification, stock split or permit any Company to make any acquisition of all or any material part like change in the capitalization of the assetsCompany or its Subsidiaries; (iv) amend any Organizational Document of the Company or its Subsidiaries; (v) effect any split, propertiescombination, reclassification or similar action with respect to its capital stock or other Equity Interests equity interests or business adopt or carry out any plan of complete or partial liquidation or dissolution; (vi) make any material change in the Company’s or its Subsidiaries’ financial accounting principles, except as required by changes in GAAP (or any interpretation thereof) or in applicable Law; (vii) except in connection with a merger of wholly owned Subsidiaries, merge or consolidate with any other Person, or acquire capital stock or assets of any other Person; (ivviii) adopt a plan of liquidation, dissolution, merger, consolidation or other reorganization; (v) other than Approved Capital Expenditures, cause or permit any Company to make any single capital expenditure or series of related capital expenditures in excess of $100,000 individually or in the aggregate; (vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause or permit any Company to pay or incur any New Theatre Development Expense; (vii) cause or permit any Company to incur any Indebtedness for borrowed money or guaranty the Indebtedness guarantee any such indebtedness of any other Person, another Person (other than (A) Indebtedness for borrowed money between the Company and borrowings its Subsidiaries or (B) accrual of interests under lines the instruments of credit in place on indebtedness existing as of the Agreement Date in the ordinary course of business consistent with past practice; (viii) hire any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $100,000, or terminate the employment or service of any Business Employee or independent contractor with annual base compensation or consulting fees in excess of $200,000date hereof); (ix) implement (A) merge or consolidate with any increase to Person; (B) acquire any material assets, except for acquisitions of inventory, equipment and raw materials in the Compensation Ordinary Course of Business; or (C) make any Business Employeeloan, advance or capital contribution to, acquire any equity interests in, or otherwise make any investment in, any Person (other than increases in Compensation implemented loans and advances to employees in the ordinary course Ordinary Course of businessBusiness, consistent with past practiceand other than loans or advances to, or investments in, wholly owned Subsidiaries of the Company existing on the date of this Agreement that are made in the Ordinary Course of Business); (x) implement sell, lease, license or otherwise dispose of any Business Employee layoffs which would implicate of its material assets, other than sales of inventory in the Worker Adjustment and Retraining Notification Act Ordinary Course of 1988 or any similar Law (collectively, the “WARN Act”), or enter into, amend or extend any collective bargaining agreement or other Contract with any UnionBusiness; (xi) settle, agree to settle, waive or otherwise compromise any pending or threatened Actions (A) involving potential payments by or to any Company Entity of more than $1,000,000 in aggregate, (B) that admit liability or consent to non-monetary relief, or (C) that otherwise are or would reasonably be expected to be material to the Company Entities, taken as a whole, or the Business; (xii) make, change or revoke any material Tax election; elect or change any method of accounting for Tax purposes; settle any Action in respect of Taxes; or enter into any Contract in respect of Taxes with any Governmental Authority; (xiii) enter into, adopt, terminate, modify, supplement, renew or amend any Material Contract or any Contract included in the Assigned Contracts as of the Agreement Date; (xii) (A) file any amended Tax Return, (B) enter into any closing agreement with material respect to Taxes or settle any Tax audit or proceeding relating to the Companies, (C) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies (other than one arising from an extension of time to file a Tax Return), or (D) settle or compromise of any Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any real or personal property Tax applicable to the Purchased Assets, or (y) sales and use Taxes of the Companies; (xiii) directly or indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), accelerating material rights or take benefits under) any other action designed to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any Company, or (B) participate in any discussions or negotiations regarding any proposal or any sale, transfer, assignment or other disposition of the Business, any of the Purchased Assets or any Equity Interests of any CompanyMaterial Contracts; (xiv) issue write up or write down any Courtesy Passesof its material assets or revalue its inventory; (xv) take or omit to take any other action that would cause any of the representations and warranties in Article III to be untrue at, other than in or as of any time prior to, the ordinary course of business consistent with past issuancesClosing; or (xvxvi) agree, whether orally agree or commit in writing, or cause or instruct any third party, writing to do any of the foregoing.