Supercuts 2002 Annual Report Download - page 68

substantially all of its assets in a single transaction or series of transactions to any Person except that:
(a) the Company may consolidate or merge with any other Person or convey, transfer, sell or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person, provided that:
(i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer, sale or lease
all or substantially all of the assets of the Company as an entirety, as the case may be, is a solvent corporation organized and existing under the
laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, such
corporation (y) shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and
observance of each covenant and condition of this Agreement and the Notes and (z) shall have caused to be delivered to each holder of any
Notes an opinion of independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and
(ii) immediately before and after giving effect to such transaction, no Default or Event of Default shall exist; and
(b) Any Restricted Subsidiary may (x) merge into the Company (provided that the Company is the surviving corporation) or a Wholly Owned
Restricted Subsidiary or (y) sell, transfer or lease all or any part of its assets to the Company or a Wholly Owned Restricted Subsidiary, or (z)
merge or consolidate with, or sell, transfer or lease all or substantially all of its assets to, any Person in a transaction that is permitted by Section
10.5 or, as a result of which, such Person becomes a Restricted Subsidiary; provided in each instance set forth in clauses (x) through (z) that,
immediately before and after giving effect thereto, there shall exist no Default or Event of Default;
No such conveyance, transfer, sale or lease of all or substantially all of the assets of the Company shall have the effect of releasing the
Company or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 10.6 from its liability
under this Agreement or the Notes.
10.7. RESTRICTED PAYMENTS.
The Company will not, and will not permit any Restricted Subsidiary to, declare or make any dividend payment or other distribution of assets,
properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, or purchase, redeem or otherwise
acquire for value any shares of its capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding, except
that any Restricted Subsidiary may declare and make dividend payments and other distributions to its shareholders on a pro rata basis and the
Company may:
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