SUBSIDIARY GUARANTOR, THE TRANSFEREE THEREOF MUST EITHER
BE THE COMPANY OR A SUBSIDIARY GUARANTOR;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.03;
(F)
NON-EXCLUSIVE LICENSES OF IP RIGHTS IN
THE ORDINARY COURSE OF BUSINESS AND SUBSTANTIALLY CONSISTENT WITH PAST PRACTICE
FOR TERMS NOT EXCEEDING FIVE YEARS;
(G)
DISPOSITIONS OF INVESTMENTS OTHER THAN
DISPOSITIONS PROHIBITED BY SECTION 7.03;
(H)
SALES OR ASSIGNMENTS OF DEFAULTED
RECEIVABLES TO A COLLECTION AGENCY IN THE ORDINARY COURSE OF BUSINESS; AND
(I)
OTHER DISPOSITIONS BY THE COMPANY AND
ITS SUBSIDIARIES NOT OTHERWISE PERMITTED UNDER THIS SECTION 7.04, PROVIDED THAT
(I) NO DEFAULT HAS OCCURRED AND IS CONTINUING ON THE DATE OF, OR WILL RESULT
AFTER GIVING EFFECT TO, ANY SUCH DISPOSITION AND (II) THE AGGREGATE BOOK VALUE
OF ALL SUCH DISPOSITIONS MADE DURING THE TERM OF THIS AGREEMENT DOES NOT
TOGETHER EXCEED THE GREATER OF (X) $300,000,000 AND (Y) 20% OF CONSOLIDATED
TANGIBLE NET WORTH DETERMINED AS OF
68
THE LAST DAY OF THE MOST RECENT FISCAL YEAR FOR WHICH FINANCIAL STATEMENTS HAVE
BEEN PROVIDED HEREUNDER;
provided, however, that any Disposition pursuant to clauses (a) through (i)
shall be for fair market value.
7.05
RESTRICTED PAYMENTS.
DECLARE OR MAKE, DIRECTLY OR
INDIRECTLY, ANY RESTRICTED PAYMENT, OR INCUR ANY OBLIGATION (CONTINGENT OR
OTHERWISE) TO DO SO IF THERE EXISTS OR WOULD RESULT THEREFROM ANY DEFAULT;
EXCEPT AS FOLLOWS:
(A)
THE COMPANY OR ANY OF ITS SUBSIDIARIES MAY
PAY DIVIDENDS ON ITS CAPITAL STOCK OR OTHER EQUITY INTERESTS PAYABLE SOLELY IN
SUCH PERSON'S OWN CAPITAL STOCK OR EQUITY INTERESTS;
(B)
THE COMPANY MAY PURCHASE, REDEEM, RETIRE,
DEFEASE OR OTHERWISE ACQUIRE FOR VALUE (TOGETHER, "REPURCHASE") ITS EQUITY
INTERESTS ISSUED TO EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES IN EXCHANGE
SOLELY FOR OTHER EQUITY INTERESTS OF THE COMPANY, PROVIDED SUCH REPURCHASE SHALL
OCCUR PURSUANT TO A CONTRACTUAL OBLIGATION ENTERED INTO BY THE COMPANY PRIOR TO
AND NOT IN ANTICIPATION OF ANY DEFAULT AND APPROVED BY THE BOARD OF DIRECTORS OF
THE COMPANY;
(C)
ANY SUBSIDIARY OF THE COMPANY MAY PAY
DIVIDENDS TO OR REPURCHASE ITS EQUITY INTERESTS FROM THE COMPANY OR ANOTHER
WHOLLY-OWNED SUBSIDIARY;
(D)
ANY ADOBE VC PARTNERSHIP MAY MAKE ORDINARY
COURSE DISTRIBUTIONS TO ITS PARTNERS IN RATABLE FASHION, ACCORDING TO THEIR
RESPECTIVE INTERESTS; AND
(E)
THE COMPANY MAY REPURCHASE ITS EQUITY
INTERESTS FROM AN EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES (I) IN AN AMOUNT
EQUAL TO ANY TAXES PAYABLE BY SUCH EMPLOYEE UPON THE EXERCISE OF OPTIONS TO
PURCHASE EQUITY INTERESTS OF THE COMPANY APPROVED BY THE BOARD OF DIRECTORS OF
THE COMPANY, OR (II) UPON TERMINATION OF SUCH EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY OR ITS SUBSIDIARIES; PROVIDED THE AGGREGATE CASH AMOUNT OF SUCH
REPURCHASE, TOGETHER WITH ALL OTHER CASH REPURCHASES BY THE COMPANY UNDER THIS
SUBSECTION (E), SHALL NOT EXCEED $20,000,000 IN THE AGGREGATE.
7.06
CHANGE IN NATURE OF BUSINESS.
ENGAGE IN ANY
MATERIAL LINE OF BUSINESS SUBSTANTIALLY DIFFERENT FROM THOSE LINES OF BUSINESS
CONDUCTED BY THE COMPANY AND ITS SUBSIDIARIES ON THE DATE HEREOF OR ANY BUSINESS
SUBSTANTIALLY RELATED OR INCIDENTAL THERETO, PROVIDED THE COMPANY MAY