Supercuts 2008 Annual Report Download - page 232

notes receivable, with or without recourse (each, an " Asset Disposition "), or enter into any agreement to do any of the foregoing, except:
(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;
(b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment;
(c) dispositions made by the Company or any Subsidiary to any Wholly-Owned Subsidiary which is a Guarantor, or dispositions made by
any Subsidiary to the Company;
(d) dispositions made in connection with Investments permitted under Section 8.04 ; and
(e) dispositions not otherwise permitted hereunder which are made for fair market value; provided
that (i) at the time of any disposition, no
Default or Event of Default shall exist or shall result from such disposition, (ii) with respect to any disposition (or series of related dispositions)
for which total consideration exceeds $5,000,000, at least 75% of the aggregate sales price from such disposition(s) shall be paid in cash, and
(iii) the aggregate value of all assets so sold by the Company and its Subsidiaries after the Effective Date, together, shall not (x) represent more
than 10% of the total assets of the Company and its Subsidiaries as of the last day of the fiscal quarter most recently ended for which the
Company has delivered financial statements pursuant to Section 7.01 or (y) be responsible for more than 10% of the consolidated net income of
the Company and its Subsidiaries for the 12-month period ending as of the end of the fiscal quarter next preceding the date of determination;
provided
that no Asset Disposition with respect to the equity interests or Indebtedness of any Subsidiary or any note or account receivable may
be made if such Asset Disposition would be prohibited by the terms of any Note Agreement.
8.03 Consolidations and Mergers . The Company shall not, and shall not permit any Subsidiary to, merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets
(whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists
immediately before and after giving effect to such transaction:
(a) any Subsidiary may merge with the Company or another Subsidiary; provided that (i) in the case of any transaction between a
Subsidiary and the Company, the Company shall be the continuing or surviving corporation, (ii) in the case of any transaction between a
Subsidiary and a Wholly-Owned Subsidiary, such Wholly-Owned Subsidiary shall be the continuing or surviving corporation or entity, and
(iii) in the case of any transaction between a Domestic Subsidiary and a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or
surviving corporation or entity;
(b) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another
Wholly-Owned Subsidiary;
(c) any Subsidiary may merge or consolidate with another Person in order to effect a Permitted Acquisition;
(d) so long as it is the surviving entity, the Company may merge or consolidate with another Person in order to effect a Permitted
Acquisition; and
(e) the Company and Subsidiaries may make Investments permitted under Section 8.04 .
8.04 Loans and Investments
. The Company shall not purchase or acquire, or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligation or other security of, or any interest in, any Person, or make or commit
to make any
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