Common use of Specific Prohibitions Clause in Contracts

Specific Prohibitions. Without limiting the generality or effect of Section 4.02(a), from the Effective Date until the Closing, or the earlier termination of this Agreement in accordance with Article VIII, without the prior written consent of the Investors, and except as specifically contemplated herein or in the other Transaction Documents or as set forth in Schedule 4.02(b), the Company shall not take any of the following actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or similar action with respect to its capital stock or other Equity Interests or 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 securities, 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) become liable in respect of any Guarantee or incur, assume or otherwise become liable in respect of any Debt; (v) (A) merge or consolidate with any Person; (B) acquire any material assets, except for acquisitions of assets, 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; (vi) permit any of its material Assets to become subject to an Encumbrance (other than a Permitted Encumbrance) or sell, lease, license or otherwise dispose of any of its material Assets; (vii) 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 the Company; (viii) make any material change in its methods of accounting or accounting practices (including with respect to reserves), 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; (ix) make, change or revoke any material Tax election; elect or change any method of accounting for Tax purposes; or enter into any Contractual Obligation in respect of Taxes with any Governmental Authority; (x) enter into or adopt any material Contractual Obligation or terminate, modify, renew or amend in any material respect (including by accelerating material rights or benefits under) any Contracts; (xi) 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; (xii) use the proceeds under the Bridge Notes in a manner not in accordance with the Operating Budgets, or exceed any line-item expense under any Operating Budget by more than five percent (5%); (xiii) appoint or elect any officer or director of the Company; (xiv) enter into any Contractual Obligation to do any of the things referred to elsewhere in this Section 4.02(b); or (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, or as of any time prior to, the Closing Date.

Specific Prohibitions. Without limiting the generality or effect of Section 4.02(a5.4(a), from the Effective Date date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article VIII7, without the prior written consent of Buyer (which, in the Investorscase of clause (vi) below, Buyer may grant or withhold in its sole discretion), and except as to the extent specifically contemplated herein or in the other Transaction Documents or as set forth in described on Schedule 4.02(b5.4(a), neither Parent nor any Company shall, and Parent and the Company Companies shall cause their respective Affiliates not take any of the following actionsto: (i) amend its Organizational Documentsor modify any provision of the Governing Documents of any Company; (ii) sell, effect license, lease, transfer, assign, abandon or otherwise dispose of any splitof the Purchased Assets, combinationor mortgage, reclassification pledge or similar action with respect 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 its make any acquisition of all or any material part of the assets, properties, capital stock or other Equity Interests or adopt or carry out any plan of complete or partial liquidation or dissolution; (ii) issue, sell, grant or otherwise dispose business of any of its Equity Interests or other securities, 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 InterestsPerson; (iv) become liable in respect adopt a plan of any Guarantee liquidation, dissolution, merger, consolidation or incur, assume or otherwise become liable in respect of any Debtother reorganization; (v) (A) merge other than Approved Capital Expenditures, cause or consolidate with permit any Person; (B) acquire Company to make any material assets, except for acquisitions single capital expenditure or series of assets, equipment and raw materials related capital expenditures in excess of $100,000 individually or 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 Personaggregate; (vi) without limiting clause (v) above, other than Approved New Theatre Development Expenses, cause or permit any of its material Assets Company to become subject to an Encumbrance (other than a Permitted Encumbrance) pay or sell, lease, license or otherwise dispose of incur any of its material AssetsNew Theatre Development Expense; (vii) increase cause or permit any benefits Company to incur any Indebtedness or guaranty the Indebtedness of any other Person, other than Indebtedness and borrowings under any Employee Plan or increase lines of credit in place on the Compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant Agreement Date in the ordinary course of the Companybusiness consistent with past practice; (viii) make hire any material change Business Employee or independent contractor with annual base compensation or consulting fees in its methods excess of accounting $100,000, or accounting practices (including terminate the employment or service of any Business Employee or independent contractor with respect to reserves), payment annual base compensation or credit practices, fail to pay any creditor any material amount owed to such creditor when due or grant any extensions consulting fees in excess of credit other than in the Ordinary Course of Business$200,000; (ix) makeimplement any increase to the Compensation of any Business Employee, change or revoke any material Tax election; elect or change any method other than increases in Compensation implemented in the ordinary course of accounting for Tax purposes; or enter into any Contractual Obligation in respect of Taxes business, consistent with any Governmental Authoritypast 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 into, amend or adopt extend any material Contractual Obligation collective bargaining agreement or terminate, modify, renew or amend in other Contract with any material respect (including by accelerating material rights or benefits under) any ContractsUnion; (xi) license enter into, adopt, terminate, modify, supplement, renew or otherwise dispose amend any Material Contract or any Contract included in the Assigned Contracts as of the rights to use any material patent, trademark or other Intellectual Property Rights or disclose material trade secrets to a third partyAgreement Date; (xii) use (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 proceeds under Companies, (C) consent to any extension or waiver of the Bridge Notes in 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 manner not in accordance with the Operating BudgetsTax Return), or exceed (D) settle or compromise of any line-item expense under Tax liability, except in each case of clauses (A) through (D), to the extent relating to (x) any Operating Budget by more than five percent real or personal property Tax applicable to the Purchased Assets, or (5%)y) sales and use Taxes of the Companies; (xiii) appoint directly or elect indirectly (A) solicit, initiate or encourage (including by way of furnishing information that has not been previously publicly disseminated), or take any officer other action designed to facilitate, any inquiries or director 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) enter into issue any Contractual Obligation to do any Courtesy Passes, other than in the ordinary course of the things referred to elsewhere in this Section 4.02(b)business consistent with past issuances; or (xv) take agree, whether orally or omit in writing, or cause or instruct any third party, to take any other action that would cause do any of the representations and warranties in Article III to be untrue at, or as of any time prior to, the Closing Dateforegoing.

Specific Prohibitions. Without limiting the generality or effect of Section 4.02(a5.02(a), from the Effective Date date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article VIIIVII, without the prior written consent of the Investors, and except as specifically contemplated herein or in the other Transaction Documents or as set forth in Schedule 4.02(b)Purchaser, the Company shall not, and the Company shall not cause or permit any of the other Company Entities to, take any of the following actions: (i) establish a record date for, declare, set aside, make or pay any distribution in respect of the equity interests of the Company or repurchase, redeem or otherwise acquire any outstanding equity interests or other securities of, or other ownership interests in, the Company other than pursuant to its equity incentive plans; (ii) transfer, issue, sell or dispose of any equity interests of the Company or its Subsidiaries or grant options, warrants, calls, phantom shares, profit participation or other rights to purchase or otherwise acquire equity interests of the Company other than pursuant to its equity incentive plans; (iii) except in connection with a merger of wholly owned Subsidiaries, effect any recapitalization, reclassification, stock split or like change in the capitalization of the Company or its Subsidiaries; (iv) amend any Organizational Document of the Company or its Organizational Documents, Subsidiaries; (v) effect any split, combination, reclassification or similar action with respect to its capital stock or other Equity Interests equity interests or adopt or carry out any plan of complete or partial liquidation or dissolution; (iivi) issuemake any material change in the Company’s or its Subsidiaries’ financial accounting principles, sell, grant except as required by changes in GAAP (or otherwise dispose of any of its Equity Interests interpretation thereof) or other securities, or amend any term of any of its outstanding Equity Interests or other securitiesin applicable Law; (iiivii) 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; (viii) incur any Indebtedness for borrowed money or guarantee any such indebtedness of another Person (other than (A) make any declaration or payment of, or set aside funds for, any dividend or other distribution with respect to any of Indebtedness for borrowed money between the Company and its capital stock or other Equity Interests (other than to effect the Spin-Off) Subsidiaries or (B) repurchase, redeem, or otherwise acquire or cancel any accrual of its capital stock or other Equity Interestsinterests under the instruments of indebtedness existing as of the date hereof); (iv) become liable in respect of any Guarantee or incur, assume or otherwise become liable in respect of any Debt; (vix) (A) merge or consolidate with any Person; (B) acquire any material assets, except for acquisitions of assetsinventory, equipment and raw materials in the Ordinary Course of Business; or (C) make any loan, advance or capital contribution to, acquire any Equity Interests equity interests in, or otherwise make any investment in, any PersonPerson (other than loans and advances to employees in the Ordinary Course of Business, and 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); (vix) permit any of its material Assets to become subject to an Encumbrance (other than a Permitted Encumbrance) or sell, lease, license or otherwise dispose of any of its material Assets; (vii) increase any benefits under any Employee Plan or increase the Compensation payable or paidassets, whether conditionally or otherwise, to any employee, officer, director or consultant of the Company; (viii) make any material change in its methods of accounting or accounting practices (including with respect to reserves), 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 sales of inventory in the Ordinary Course of Business; (ixxi) 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 Contractual Obligation Contract in respect of Taxes with any Governmental Authority; (xxiii) enter into or adopt any material Contractual Obligation or into, adopt, terminate, modify, renew or amend in any material respect (including by accelerating material rights or benefits under) any Material Contracts; (xi) 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; (xii) use the proceeds under the Bridge Notes in a manner not in accordance with the Operating Budgets, or exceed any line-item expense under any Operating Budget by more than five percent (5%); (xiii) appoint or elect any officer or director of the Company; (xiv) enter into any Contractual Obligation to do write up or write down any of the things referred to elsewhere in this Section 4.02(b); orits 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, or as of any time prior to, the Closing Date.Closing; or (xvi) agree or commit in writing to do any of the foregoing

Specific Prohibitions. Without limiting the generality or effect of Section 4.02(a6.02(a), from the Effective Date date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article VIIIIX, without the prior written consent of the InvestorsParent, and except as specifically contemplated herein or in to the other Transaction Documents or as set forth in extent described on Schedule 4.02(b6.02(a), the Company shall not, and the Company shall not cause or permit any of its Subsidiaries to, take any of the following actions: (i) amend its Organizational Documents, effect any split, combination, reclassification or similar action with respect to its capital stock or other Equity Interests or 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 securities, or 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 (other than to effect the Spin-Off) Interests; or (B) repurchase, redeem, or otherwise acquire or cancel any of its capital stock or other Equity Interests; (iv) become liable in respect of any Guarantee or incur, assume or otherwise become liable in respect of any DebtDebt (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, 2009 by and among the Company and Silicon Valley Bank); (v) (A) merge or consolidate with any Person; (B) acquire any material assetsAssets (including any Intellectual Property), except for acquisitions of assetsinventory, 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 PersonPerson (other than loans and advances to employees in the Ordinary Course of Business in an aggregate amount at any one time outstanding of not more than $50,000); (vi) permit any of its material Assets to become subject to an Encumbrance (other than a Permitted Encumbrance) or sell, lease, license or otherwise dispose of any of its material AssetsAssets (including any Intellectual Property), other than sales of inventory in the Ordinary Course of Business; (vii) repay, prepay or otherwise discharge or satisfy any Debt 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; (viii) make any capital expenditures, other than with respect to instruments and inventory, that are in the aggregate in excess of $50,000 (other than capital expenditures contemplated by the capital expenditure budget attached as Schedule 6.02(b)(viii)); (ix) increase any benefits under any Employee Plan or increase the Compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director director, independent contractor or consultant of the CompanyCompany (other than (A) any increase adopted in the Ordinary Course of Business in respect of the annual base Compensation of any employee 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, consulting, indemnification, change of control, severance or similar agreement, as presently 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 date of this Agreement to the Buyer Parties on a Schedule to this Agreement); (viiix) hire any employee, officer, director, independent contractor or consultant whose annual base Compensation exceeds $100,000, other than 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; (ixxii) 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; (xxiv) 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 or adopt any material Contractual Obligation or into, adopt, terminate, modify, renew or amend in any material respect (including by accelerating material rights or benefits under) any ContractsMaterial Company Contracts other than the entry into of new distribution agreements in the Ordinary Course of Business; (xixvi) license write up or otherwise dispose write down any of the rights to use any its material patent, trademark Assets or other Intellectual Property Rights or disclose material trade secrets to a third partyrevalue its inventory; (xiixvii) use the proceeds under the Bridge Notes in a manner not in accordance open any new bank or deposit accounts (or materially change any existing arrangements with the Operating Budgets, respect to any existing bank or exceed deposit accounts) or grant any line-item expense under any Operating Budget by more than five percent (5%)new powers of attorney; (xiiixviii) appoint allow any Company Intellectual Property to expire, lapse or elect any officer otherwise abandon or director of be dedicated to the Companypublic domain; (xivxix) enter into any Contractual Obligation to do any of the things referred to elsewhere in this Section 4.02(b6.02(b); or (xvxx) take or omit to take any other action that the taking or omission of which would cause any of the representations and warranties in Article III 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 4.02(a6.2(a), from during the Effective Date until Pre-Closing Period, except (1) to the Closingextent described on Section 6.2(a) of the Disclosure Schedule, (2) as otherwise contemplated by this Agreement, (3) as may be required by applicable Law or the earlier termination of this Agreement in accordance applicable Governmental Order or (4) with Article VIII, without the Buyer’s prior written consent, which consent of the Investorsshall not be withheld, and except as specifically contemplated herein conditioned or delayed by Buyer, in the other Transaction Documents or as set forth in Schedule 4.02(b)each case unreasonably, the Company shall not take any of the following actions: (i) amend any of its Organizational Documents, effect any stock split, stock combination, stock reclassification or similar action with respect to its capital stock or other Equity Interests or 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 securitiessecurities (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) (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 Intereststhan pursuant to the net exercise of any outstanding Company options in accordance with their respective terms; (iv) become liable in respect except as may be required by any Disclosed Contract and involving amounts less than $25,000, execute and deliver a Guarantee of any Guarantee Indebtedness or incur, assume assume, apply for or otherwise become liable in respect of any DebtBorrowed Money Indebtedness other than 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 Company Transaction Expenses or Indebtedness to be paid upon the consummation of the Contemplated Transactions; (vi) (A) merge or consolidate with any Person; (B) acquire any material assetsAssets, except for (i) acquisitions of assets, equipment and raw materials Assets in the Ordinary Course of BusinessBusiness 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, or otherwise make any investment in, any Person, other than loans and advances to the Company Associates; (vivii) permit any of its material Assets to become subject to an Encumbrance (other than a Permitted Encumbrance) or sell, lease, exclusively license or otherwise dispose of any of its material Assets; (vii) increase any benefits under any Employee Plan , Technology, or increase the Compensation payable or paidIntellectual Property Rights, whether conditionally or otherwise, to any employee, officer, director or consultant of the Company; (viii) make any material change in its methods of accounting or accounting practices (including with respect to reserves), 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 except in the Ordinary Course of Business; (viii) defer, make or enter into any commitment for any capital expenditure or expenses other than (i) as may be required by any Disclosed Contract and involves expenditures or commitments of less than $100,000 in the aggregate or (ii) as provided in the Company budget provided to Buyer; (ix) make, change or revoke any material Tax election; elect or change any method annual material Tax accounting method; settle any Action in respect of accounting for a material amount of Taxes; file any amended material Tax purposesReturn; consent to any extension or waiver of the statute of limitations period applicable to any material claim or assessment; or enter into any Contractual Obligation Contract in respect of material Taxes with any Governmental Authority; (x) make any material change in its methods of accounting or 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 Company other than a release of claims or covenant not to ▇▇▇ and commitment to comply with such release or covenant not to ▇▇▇ set forth in the related settlement or waiver Contract; (xii) enter into any new line of business that is materially different from the Business or adopt discontinue any line of business or any material Contractual Obligation business operations; (xiii) except for the hiring of non-executive employees to fill current openings or terminateto replace terminated non-executive employees and who are provided with compensation and benefits no more favorable, modifyin the aggregate, renew than that offered to such terminated employee (i) hire, promote or 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 any Contract or applicable Law or (y) annual merit or promotion-related increases to base salaries or hourly wage rates of Company employees in the Ordinary Course of Business not to exceed 3% of an employee’s existing salary or wage rate, as applicable), (iii) accelerate the vesting, funding or payment of any compensation or benefits under any Company Plan, (iv) enter into, adopt, amend in any material respect or terminate any Company Plan or (including by accelerating material rights v) grant any equity or benefits under) equity-linked awards or other bonus, commission or incentive compensation to any Contracts; (xi) license Company Associate other than Company Transaction Expenses or otherwise dispose Indebtedness to be paid upon the consummation of the rights to use any material patent, trademark or other Intellectual Property Rights or disclose material trade secrets to a third party; (xii) use the proceeds under the Bridge Notes in a manner not in accordance with the Operating Budgets, or exceed any line-item expense under any Operating Budget by more than five percent (5%); (xiii) appoint or elect any officer or director of the CompanyContemplated Transactions; (xiv) enter into into, terminate, cancel, modify or waive rights under any Contractual Obligation Contract to do take or otherwise promise to take any of action that would violate the things referred to elsewhere Company’s obligations in this Section 4.02(b6.2(b); or (xv) take except in the Ordinary Course of Business, amend or omit modify in a manner materially adverse to take the Company any other action that Contract or Lease, terminate any Contract or Lease, or enter into a Lease or a Contract that, if entered into prior to the date hereof, would cause any of the representations and warranties in Article III have been a Contract required to be untrue at, or as of any time prior to, the Closing Datedisclosed pursuant to Section 4.15.