Common use of Non-Voting Clause in Contracts

Non-Voting. Merger, Consolidation and Sale of Assets.......................... The Company may not consolidate or merge with, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (each such transaction is referred to as a "Fundamental Transaction") to any person unless (x) in the case of a consolidation or merger, the Company is the surviving entity and the Preferred Stock remains outstanding following such transaction or (y) if the Company is not the surviving entity, in the case of a consolidation or merger, or is the transferor of all or substantially all of its assets, the transferee of assets or the surviving entity, as the case may be, assumes the obligation to exchange the Preferred Stock for securities of such surviving entity or the Company, as the case may be, having the same rights, powers and preferences as the Preferred Stock had immediately prior to such transaction; provided that in the event of a Change of Control (as defined in the Panavision Indenture), then the holders of the Preferred Stock will receive an amount in cash equal to the Liquidation Preference of the Preferred Stock plus accrued but unpaid dividends. The Company's obligation to redeem the Preferred Stock pursuant to this provision only becomes operative after the Company has (i) first complied with Section 4.08 of the Panavision Indenture, including the purchase of any Panavision Notes tendered pursuant thereto and (ii) any applicable provisions of the Credit Agreement among the Company, XX Xxxxxx Xxxxx Bank as Administrative Agent, and the lenders party thereto, dated as of May 28, 1998. Transfer Restrictions................... None.

Non-Voting. Merger, Consolidation and Sale of Assets.......................... The Company may not consolidate or merge with, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (each such transaction is referred to as a "Fundamental Transaction") to any person unless (x) in the case of a consolidation or merger, the Company is the surviving entity and the Preferred Stock remains outstanding following such transaction or (y) if the Company is not the surviving entity, in the case of a consolidation or merger, or is the transferor of all or substantially all of its assets, the transferee of assets or the surviving entity, as the case may be, assumes the obligation to exchange the Preferred Stock for securities of such surviving entity or the Company, as the case may be, having the same rights, powers and preferences as the Preferred Stock had immediately prior to such transaction; provided that in the event of a Change of Control (as defined in the Panavision Indenture), then the holders of the Preferred Stock will receive an amount in cash equal to the Liquidation Preference of the Preferred Stock plus accrued but unpaid dividends. The Company's obligation to redeem the Preferred Stock pursuant to this provision only becomes operative after the Company has (i) first complied with Section 4.08 of the Panavision Indenture, including the purchase of any Panavision Notes tendered pursuant thereto and (ii) any applicable provisions of the Credit Agreement among the Company, XX Xxxxxx Xxxxx JP Morgan Chase Bank as Administrative xx Xxxxxxsxxxxxve Agent, and the lenders party thereto, dated as of May 28, 1998. Transfer Restrictions................... None.

Non-Voting. MergerXxxxxx, Consolidation and Sale of Assets.......................... ............... The Company may not consolidate or merge with, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (each such transaction is referred to as a "Fundamental Transaction") to any person unless (x) in the case of a consolidation or merger, the Company is the surviving entity and the Preferred Stock remains outstanding following such transaction or (y) if the Company is not the surviving entity, in the case of a consolidation or merger, or is the transferor of all or substantially all of its assets, the transferee of assets or the surviving entity, as the case may be, assumes the obligation to exchange the Preferred Stock for securities of such surviving entity or the Company, as the case may be, having the same rights, powers and preferences as the Preferred Stock had immediately prior to such transaction; provided that in the event of a Change of Control (as defined in the Panavision Indenture), then the holders of the Preferred Stock will receive an amount in cash equal to the Liquidation Preference of the Preferred Stock plus accrued but unpaid dividends. The Company's obligation to redeem the Preferred Stock pursuant to this provision only becomes operative after the Company has (i) first complied with Section 4.08 of the Panavision Indenture, including the purchase of any Panavision Notes tendered pursuant thereto and (ii) any applicable provisions of the Credit Agreement among the Company, XX Xxxxxx Xxxxx Bank as Administrative Agent, and the lenders party thereto, dated as of May 28, 1998. Transfer Restrictions................... None.