TiVo 2006 Annual Report Download - page 183

(7) after giving effect to such Acquisition and the incurrence of any Loans, other Debt or Contingent Obligations in connection therewith,
(a) no Potential Event of Default or Event of Default shall exist, (b) the Company shall be in compliance on a pro forma basis with the covenants set
forth in Section 6.03 recomputed for the most recently ended month of the Company for which information is available regarding the business being
acquired;
(e) (i) the aggregate cash consideration paid in connection with all Acquisitions in any Fiscal Year shall not exceed $15,000,000; provided, that
cash consideration paid in connection with an Acquisition attributable to Persons or assets located outside the United States shall not exceed
$10,000,000 and (ii) the aggregate equity consideration paid in connection with all Acquisitions in any Fiscal Year shall not exceed $100,000,000;
(f) all material consents necessary for such Acquisition have been obtained;
(g) as soon as practicable after the closing of such Acquisition, and in any event within 20 Business Days after such closing, the Company shall
deliver copies of all documents executed as of such closing in connection with such Acquisition to the Administrative Agent; and
(h) the Administrative Agent shall have received such other documents, agreements, certificates and opinions as may be reasonably requested in
connection with the foregoing.
"Permitted Liens": Such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been
commenced: (a) Liens for taxes, assessments and governmental charges or levies not yet due and payable; (b) Liens imposed by law, such as materialmen's,
mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that (i) are not
overdue for a period of more than 30 days and (ii) individually or together with all other Permitted Liens outstanding on any date of determination do not
materially adversely affect the use of the property to which they relate; and (c) pledges or deposits to secure obligations under workers' compensation laws or
similar legislation or to secure public or statutory obligations.
"Person": An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever nature.
"Plan": A Single Employer Plan or a Multiple Employer Plan.
"Potential Event of Default": A condition or event which, after notice or lapse of time or both, would constitute an Event of Default.
"Preferred Interests": With respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other
Equity Interests issued by such Person upon any distribution of such Person's property and assets, whether by dividend or upon liquidation and shall include
for the avoidance of doubt all "Rights" issued under and as defined in the Rights Plan.
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