Common use of Operational Provisions Clause in Contracts

Operational Provisions. While this Agreement is in effect, the following actions may be taken with respect to the Company only with the consent of each Shareholder: (a) any fundamental change in the nature of the business conducted by it; (b) a reorganization of its capital, a reclassification of its interests or the consolidation or merger of it with another entity; (c) any sale of all or a substantial portion of its assets; (d) any transaction with an affiliate (as defined in the rules under the Securities Act of 1933) of either Shareholder on terms less favorable to it than the terms available from an unrelated third party; (e) entering into any contract or agreement or related contracts or agreements that involve over the term of the contract or agreement or related contracts or agreements an aggregate expenditure by it of $10,000 or more; (f) any individual capital expenditure in excess of $10,000 or any series of related capital expenditures in excess of $20,000; (g) incurring any indebtedness for money borrowed in excess of $10,000 or any increase, modification or extension of any indebtedness for borrowed money in excess of $10,000; (h) settling any litigation that requires solely a cash payment by the Company in excess of $10,000 or settling any litigation that requires a remedy other than solely a cash payment if that remedy could have a material adverse effect on the Company or the Station; (i) guaranteeing any obligation of any person in excess of $10,000; (j) doing any act in contravention of this Agreement, the Delaware Corporation Law or the Certificate of Incorporation or By-laws of the Company or amending the Certificate of Incorporation or By-laws of the Company; (k) doing any act that would make it impossible to carry on its business except upon its dissolution and liquidation; (l) confessing a judgement against it if the result thereof could have a material adverse effect on it, the Station or any Shareholder; (m) using any assets of the Station other than for its benefit; (n) approving all capital and operating budgets of the Company; (o) hiring and terminating employees of the Company and establishing and modifying the compensation and benefits provided to such employees; (p) entering into time brokerage, affiliation or other agreements regarding programs to be broadcast on the Station; or (q) entering into agreements for the sale of advertising or program time on the Station for consideration other than cash.

Operational Provisions. While this Agreement is in effect, the following actions may be taken with respect to the Company only with the consent of each Shareholder: (a) any fundamental change in the nature of the business conducted by it;; 105 (b) a reorganization of its capital, a reclassification of its interests or the consolidation or merger of it with another entity; (c) any sale of all or a substantial portion of its assets; (d) any transaction with an affiliate (as defined in the rules under the Securities Act of 1933) of either Shareholder on terms less favorable to it than the terms available from an unrelated third party; (e) entering into any contract or agreement or related contracts or agreements agreement, other than the Time Brokerage Agreement, Lease Agreement, and Construction Agreement (as defined in the Purchase Agreement), that involve involves over the term of the contract or agreement or related contracts or agreements an aggregate expenditure by it of $10,000 25,000 or more; (f) any individual capital expenditure in excess of $10,000 25,000 or any series of related capital expenditures in excess of $20,00050,000; (g) incurring any indebtedness for money borrowed in excess of $10,000 25,000 or any increase, modification or extension of any indebtedness for borrowed money in excess of $10,00025,000; (h) settling any litigation that requires solely a cash payment by the Company in excess of $10,000 25,000 or settling any litigation that requires a remedy other than solely a cash payment if that remedy could have a material adverse effect on the Company or the Station; (i) guaranteeing any obligation of any person in excess of $10,000; (j) doing any act in contravention of this Agreement, the Delaware Corporation Law or the Certificate of Incorporation or By-laws of the Company or amending the Certificate of Incorporation or By-laws of the Company; (k) doing any act that would make it impossible to carry on its business except upon its dissolution and liquidation; (l) confessing a judgement against it if the result thereof could have a material adverse effect on it, the Station or any Shareholder; (m) using any assets of the Station other than for its benefit;; or (n) approving all capital and operating budgets of the Company; (o) hiring and terminating employees of the Company and establishing and modifying the compensation and benefits provided to such employees; (p) entering into time brokerage, affiliation or other agreements regarding programs to be broadcast on adopting an annual budget for the Station; or (q) entering into agreements for , provided that the sale of advertising or program time on second annual budget shall equal the Station for consideration other than cash.first annual budget plus CPI. 106